State of Confusion
by sss979
Summary: "Something in the air. Something coming..." The Tardis is trying to communicate a very important message. But the Doctor and Rose are preoccupied with falling in love, and nobody seems to understand the warning the Doctor's oldest and closest friend is trying to give. (Book 1 of 8)
1. Prologue

**Series Title: **The Quiescenary Series

I told you not to open this door. I would have begged you, but you wouldn't have listened. You had to save me, or at least, you thought you did. You couldn't just let me die, and let my secrets die with me. I saw the universe flash before my eyes. Not just my life, not just the memories I had of living it. But all the lives of an entire race, an entire species. Millions upon millions screamed all at once as they were consumed. And I heard it. I saw it. I felt it. This is the story - what's hidden behind the doors. What you never should've seen. What I never should've lived. The story of what I've done - who I am. The biography of a monster...

**Title: **State of Confusion  
**Summary: **"Something in the air. Something coming..." The Tardis is trying to communicate a very important message. But the Doctor and Rose are preoccupied with falling in love, and nobody seems to understand the warning the Doctor's oldest and closest friend is trying to give.  
**Rating: **PG (will increase)  
**Warnings: **Adult situations, potential for (tasteful) sex (10/Rose).  
**Disclaimer: **I don't own Dr. Who.  
**A/N:** This is intended to be the first book in a 7 book series exploring the secrets and memories of the Doctor. Elements strewn throughout "strict canon" (defined by me as Classic and reboot TV series AND Big Finish audiodramas) and "sub-canon" (books) are utilized, though sub-canon will not be strictly adhered to. The author assumes reader knowledge of the 2005 reboot, Series 1-6 (not 7, because I started writing before series 7 and frankly, I don't want to deal with the Skaro/Dalek mess). All references to earlier canon (and there will be many) will be self-explanatory.  
**Acknowledgments:** Special thanks to Sonic for her contributions to this book. I wish you luck in all your future works!

**PROLOGUE  
(ref: Series 2 "Fear Her")**

Wandering down the center of a dark street always had a strange sort of appeal the Doctor never could put his finger precisely on. Maybe just because it was not the appropriate way or time to be walking down the street. He'd never been one for conventionality. Or rules. Once upon a time, age had made him wiser than his younger, rebellious self. But then he'd overcompensated in the opposite direction. It hadn't taken him long to learn that too many rules and regulations made for a very boring existence. But it had taken a few lifespans to find the balance. The important rules were important. But sometimes, it felt good just to break a few of the harmless ones.

Another success. Not that he'd really had too much concern about this one. Just a simple matter of getting one lonely child back home. Another notch in his belt - people he'd been able to help, lives he'd made a difference in. It was a good feeling. An ecstatic feeling, actually. Beaming as he wandered down the street with his hands in his pockets, he drew in the night air - all of the complex, mingling scents of twenty-first century Earth. A fire in someone's fireplace - no, wait, summer. Barbecue? - and sulphur from the fireworks overhead. Roses in a garden and hairspray from the woman who passed him walking in the other direction, hand in hand with a man about her own age.

Every night should feel this perfect.

"Cake?"

Recognizing the voice, he turned with a smile. He didn't have to say a word. He didn't have to explain what had happened, why it was wonderful, how it had felt to save the world - well, maybe not the world, but two lonely, lost children and it had certainly been _their _world. Rose already knew all of that. She always seemed to know. She laughed at the strangest of times - just like he did. She smiled when he smiled, she put her mind to work when he did. And for a human, her mind was brilliant.

Just now, she was joining in the laughter that seemed to come right up out of his gut, from that part of him that felt, more than anything, that life was worth living. In moments like these, all the pains and sorrows of nine- hundred-some-odd years couldn't pull that smile from his face.

Cake. What a beautiful, glorious thing. He took a bite and savored it, well aware of her smile. She was just as full of joy and life as he was. She was happy. He was happy. All was well with the universe.

"I can't stress this enough. Ball bearings you can eat? Masterpiece!"

She was still smiling when the flicker of worry crossed her eyes. He wasn't alarmed. He'd been expecting it. The same way he was expecting it when her arms circled around his neck, clinging tightly. He returned the embrace, let her feel the relief and move past it.

"I thought I'd lost you."

"Nah, not on a night like this." He withdrew, still smiling. "This is a night for lost things being found."

As quickly as it had come, her relief turned back to a relaxed, happy smile. He had to hand it to her, she knew how to live in the moment. It made her more compatible with the sort of life he led than just about anyone he'd ever met.

"Come on."

Still holding the cupcake in one hand, he slipped his other hand into his pocket as he turned and led a meandering pace down the dark, shadowed road. There was excitement in the air, and it somehow made him feel even more alive. Smiling, he looked up at the sky, at the masterpiece that time had created and that somehow - beyond reason - he was here to protect. Well, maybe that was stretching it a bit. Last of the Time Lords or not, maybe he couldn't protect the universe. But this little corner of it, at least, was his. It was as close as he could come to a second home. This little planet called Earth - tiny and so insignificant, and yet unbelievably beautiful in all its potential and creativity.

"What now?"

"Gonna go to the games! It's what we came for."

Smiling, teasing, she nudged against him a few times. "Go on, give us a clue. Which events do we do well in?"

"Well, I will tell you this. Papua New Guinea surprised everyone in the shot-put."

"Really?"

He always loved hearing that confused awe in her voice.

"You're joking aren't you?"

He loved seeing it on her face, too. The way she was looking at him made him smile even bigger.

"Doctor. Are you serious or are you joking?"

"Wait and see."

She was like a kid who wanted a peek at the Christmas presents a day early. Someday, maybe she would have to learn that knowing how it all turned out was as much a curse as a blessing. Hopefully not. Hopefully, she would never have to learn that lesson. Naivete was a beautiful thing.

Sometimes, he really envied her that ignorant bliss. He wasn't sure he'd ever felt that way. If he had, it had been so long ago that he'd forgotten what it felt like. The mind of a Time Lord was a near infinite thing. A shared history, a shared pain. Humans could read about their history - the history of Earth - in the pages of books. He'd never needed to read about his own history. He'd felt it, known it, from the time of his earliest memories. All of the paths through all of the different universes, a million billion timelines from start to finish... he'd learned to unlock the parts of his mind that stored them all. But when had he ever truly seen any of it for the _first _time?

She could make it feel like the first time. Everything was all so new to her - every day, every place, every time. Worlds she'd never dreamed of, never imagined. He'd hardly seen the whole of the universe, and there were countless places he still wanted to go and things he wanted to experience. But experiencing it through the eyes of someone who watched it unfold as it happened, who knew nothing about the Web of Time and never had to think about how the events of any one timeline fit with the others, how many millions of possibilities, billions of years in the future, could depend on that one point... Just because he didn't obsess about it, because he'd learned to enjoy every moment, didn't mean that he wasn't aware of it. He was always aware of it.

It must have been truly amazing for her to not be aware of it...

"You know what?" Rose's hand had somehow found its way into his. Funny how that always seemed to happen. "They keep on trying to split us up but they never ever will."

He watched the fireworks up above for a few moments more, then turned to study her. "Never say never ever."

She glanced at him, with no hint of question or uncertainty in her eyes, and smiled confidently as she looked back up to the sky. "Nah, we'll always be okay, you and me."

Always. He tried not to think about that word, tried to ignore it. Centuries of practice helped. But still, it struck that chord, way down deep inside where it still hurt, from time to time, to think of all that he'd lost. All of the things that could go so very wrong between now and "always".

"Don't you reckon, Doctor?"

Staring up at the sky, he let those thoughts fade. Quickly, they were replaced by new thoughts. Thoughts that didn't make sense. No, not thoughts. Just emotions. A flicker of emotion, without a reason to tie it to. A fear. Loss. It was like he could smell it, could see it in the fizzling sparks of the fireworks up above.

"Something in the air," he said quietly, letting that feeling wash over and through him. "Something coming."  
"What?"

There was no easy explanation. He didn't try to create one. He didn't know what was ahead of him; he was mercifully blind to his own timeline. But he knew that feeling. He knew the way it coiled around his gut. Impending emotion, powerful and inescapable.

"A storm's approaching."

She let the silence linger for a long moment before she squeezed his hand tighter, and he looked at her concerned eyes. "What sort of storm? What do you mean?"

"Not sure."

Lifting his eyes again, he watched for a long moment, trying to shake the feeling off. But he could feel it settling in his chest. Grief and pain and loss. He'd felt all of this before, and it was happening all over again. He didn't know why, or how, or even when. But he knew this feeling.

He was the one squeezing her hand now.

"Should we go back?" she asked quietly.

"Back?"

"To the Tardis?"

Unable to shake off the feeling, he did the next best thing. He buried it, pushing it deep down into the darkness. It would always live there, but he would always get better and better at pushing it down. Sometimes, he could even convince himself that he didn't feel it.

"Nah, we came to see the games." He said again. "No reason we can't still see them. Come on!"


	2. Chapter One - Non Linear

**CHAPTER ONE**

**Non-Linear**

"Doctor, are you listening?"

Startled out of his thoughts as if he'd suddenly been splashed with cold water, the Doctor pushed off of the console and stood up straight, looking in the direction of Amy and Rory.

"I'm sorry, what?"

They were staring at him as if he'd just sprouted another head. After a long pause, it was Amy who finally took a step closer. "Doctor, are you alright?"

"Yes, of course I'm alright. Why wouldn't I be alright?"

"Well, you just sort of spaced out there for a minute and that's usually what you do when you're definitely _not _alright."

He felt the twinge again, deep in the pit of his stomach. But more than that, he _heard_ it. Not in himself, but in the hum of the Tardis, in the throb of her Matrix. The slightest little glitch, the faintest little cry, but he heard it. He gave Amy a reassuring smile before he turned away from her.

"Perfectly fine!" he lied, clapping his hands together. "Now. Where should we go?"

He wasn't listening to her answer. Instead, his eyes were drawn to the time rotor in the center of the console. The faintest flicker, like a muted sob or a muffled cry. Something was wrong with her. Something was wrong and he could feel it.

_What is it, old girl? What are you trying to say?_

But there was nothing but that flicker of feeling again - that sense of grief and loneliness. And the memory of another life, so far removed from the present he sometimes forgot he had ever been that man. A memory of another time and place.

A memory of a storm...

"On second thought," the Doctor answered warily, reluctant to even give voice to the feeling that was settling inside of him. "I think we'd better postpone the holiday."

*X*X*X*

Wandering among the crowd that was slowly filing out of the stadium - eighty thousand people on a Friday evening, all trying to leave at once - Rose was glad they were in no hurry. She'd never been to the Olympics before, although she was sure the Doctor had. He knew how it all turned out in the end; fair chance he had seen it, or something very much like it. Or, maybe... not so much like it.

"Anti-gravity Olympics?" she asked with wonder. "How does that work?"

"Hmm? Oh, well, same as regular Olympics, mostly, 'cept intergalactic by that point. The competition is unbelievable, let me tell you. Klup versus Poosh? Blimey, 1956 blood in the water looks like nothing after that."

Her eyes widened a bit as she tried to picture it, then finally shook off the thought. She was sure that no matter what she came up with, it wouldn't compare to the actual thing. It never did. Slipping her arm loosely through his, she studied him curiously.

"So is there anything you _haven't_ seen?"

He glanced down at her, pondering. "Of course. It's a big, wide open universe out there, across all of time and space. If I had a hundred million years, I couldn't see it all."

"What about specific places?"

"What do you mean?"

"Well, you're always asking me where I want to go. I think you should pick the next stop."

"Somewhere warm, I think." He looked up again, studying the stars. "Somewhere with a lot of suns. Most I've ever seen is seven. I wonder if there's a planet with more."

He raised his eyebrows at her, proposing a challenge, and she smiled. "And maybe a bit of shopping, d'you think? I want to get something for my mum."

"Love a little shop." He shifted his arm so that her hand fell into his, and gave it a little squeeze.

"Just want to get her something little. A souvenir, yeah?"

"Little souvenir from a little shop on a little planet with more than seven suns." He nodded, satisfied with the plan. "But first I'll have to find the sun-block. Believe me, seven suns need more than SPF 30."

"You know what else we should find before we leave here..."

She let the question hang, brows raised, waiting to see just how curious he was. He leaned in, mimicking her, clearly intrigued. "More edible ball bearings?"

She laughed. "That too. But I was thinking... if this is 2012, this isn't too far ahead from the London I know. There's a little pub not too far away I bet is still here with the _best_ chips ever. Drinks on me. What do you say?"

"The _best_ chips ever," he repeated, matching her tone and inflection perfectly. "Well, seven suns can wait then. Lead the way, Rose Tyler. My taste buds are in your hands."

With a flourish, almost a bow, he gestured for her to go first. She laughed as she stepped ahead, then turned to walk backwards. The crowd was thinning out, and she didn't have to worry too much about running into anybody.

"Don't think the currency has changed in five years, has it?" she asked. "Otherwise, drinks might be on you."

He beamed at her as she backed into the crowd, letting her get a few steps ahead before jogging to catch up. His smile was contagious. She couldn't help but return it. Come to think of it, she'd smiled more in the past two years with him than the first nineteen years of her life combined.

*X*X*X*

"Doctor, are you _sure _you're okay?"

"I'm just fine." He gave Amy a smile that he hoped was reassuring as he all but shoved her out of the Tardis doors. "And I promise, I'll be back before you've even had a chance to miss me."

She gave him a mock glare. "Yeah, I've heard that before."

"Well, now you're hearing it again. Rory?"

"Yes?"

"Take her out to dinner or something, would you? Make sure she doesn't miss me."

Rory rolled his eyes. "Yeah, I'll get right on that."

Amy stepped in closer to the Tardis again, but the Doctor had already strategically placed himself in the doorway, blocking her path. She smirked as she leaned in. "It's someplace really exciting, isn't it?"

"No, no place exciting, I just have an errand to run."

"An errand that we can't come along on?"

"Best not."

"And why's that, then? Is it because it's _really _dangerous?"

"No, it's because it's really boring and you would hate it."

She laughed. "You? Go somewhere really boring?"

"Yes, somewhere I have to go."

The slight change in tone, the hint of firmness that warned he wouldn't budge on this point, was just gentle enough to keep her concern bridled so that she didn't get it in her head that he was in some kind of danger and somehow _needed _her help. Her insistence stopped, and she returned to Rory with a smile and a playful threat that he'd better be back soon. He waited until she was a safe distance before he stepped back inside and shut the door tight, pausing for just a moment to gather his thoughts before he headed to the console with a determined step.

"Right, then, old girl, take me," he flipped the dematerialization switch and felt the thrum of the time rotor in his chest even as he heard its familiar noise fill the control room, "to River Song."

*X*X*X*

There were many things about this night that were new, fun, and exciting. A perfect night, if he had to sum it up. And one of the most interesting of the new and fun experiences was the sight of Rose Tyler with a bit too much alcohol in her blood, laughing until she couldn't breathe.

"Oi, you're in for a fun night tonight, mate." The man sitting with them at the table was laughing as he winked at the Doctor. Neither he nor Rose were entirely sure who he was; they'd only just met him although he talked as if they'd been friends for years. "She's a wild one, she is."

"Well, I'm just saying!" It took her a few tries to get her laughter under control so that she could speak. "If you do the math, there's only so many combinations you can come up with! Am I right?"

The Doctor smiled as he looked over the top of his drink at her. This was a conversation that Jack Harkness would've been much more adept to continue. Or rather, much more interested in pursuing. Still, it was good to see her laugh, guard lowered, relaxed and simply enjoying herself. And there was certainly no harm in it.

"Mate, you look like you need another." The man stood and gestured at the empty glass in the Doctor's hands. "This round's on me. What'll you have?"

"Sex on the beach!" Rose ordered with enthusiasm.

The Doctor stared at her for a moment before glancing back up. "Right. Sounds good. Make that two."

The man laughed as he walked away, but it was all in good humor. Setting his empty glass aside, the Doctor leaned forward a bit. "Sex on the beach? What kind of a name is that for a drink? What's in it?"

"Oh, it's great! It's got... fruity stuff and... alcohol stuff..."

He smiled as he sat back again. "I think we should probably call it a night after this. Before you make yourself sick and I have to carry you back to the Tardis."

"Oh, but look at you!" she cried. "You're not even tipsy!"

"Nope. Never have been."

"Never?" She sounded mortified. "In nine hundred years?"

"My body metabolizes alcohol too quickly," he explained. "No surprise, really. Being drunk is essentially blood poisoning and my body's got natural defenses cranked up to overtime where self-preservation is concerned. Besides, all the universe needs is a drunk Time Lord trying to rewrite the laws of history because it's fun."

Her eyes widened. "You can do that?"

"No. _Absolutely _no. Don't even think about it."

"Here you are, mate." The man was back. "And for the lady."

"Thank you."

"You know," Rose reflected, swirling her straw in a glass that was full of more ice than anything. "One of these days, we should go to a real knockdown, drag out party. Like... the biggest one in history! Where would that be, do you think?"

She was looking to the Doctor for an answer, but he only smiled as he considered the options. Within human culture, the turn of the 50th century was pretty wild. The christening of New Earth and the start of the new calendar. And then, there was always Woodstock.

"How 'bout my house this Saturday night?" the man suggested with a loud laugh.

Talking and laughing with the locals, watching post-game ceremonies on the TV screen over the bar... So this was what ordinary life was like on this planet. The finer moments of human day-to-day existence. It wasn't half bad. Seeing Rose with her people, perfect strangers who still somehow welcomed her - welcomed both of them - like old friends, was worth every moment of blood, sweat, and tears he'd poured into preserving this simple, primitive planet.

They finished their drinks, and left the pub relieved that the Tardis wasn't far. Even the few blocks they had to walk seemed to take twice as long with Rose tripping over her own two feet - and laughing - every couple of steps.

"Are you going to be able to drive?" Rose asked as they stumbled in through the doors of the Tardis. She was holding his arm for balance as he reached back to shut the door. "You really shouldn't, you know. Drinking and driving don't mix, and all that."

"I don't think it'll be a problem," he answered confidently.

"Oh, but can we not move tonight? All that jerking and falling and wow... I'm really quite dizzy. Are we moving?"

"Here. Sit."

She collapsed into the bench near the console and watched the time rotor as her eyes rolled back and her head lulled a bit to the side. "Doctor?"

"Hmm?"

"What you said tonight, what does that mean?"

"What did I say?"

"About an oncoming storm." She paused. "Oh, wait. No, that's not what you said. That's what they call you, isn't it?"

Leaning over the controls, he glanced at her and smiled. "You lot are so funny. A little bit of alcohol and you're laughing at everything, falling all over yourselves like you can't think."

"Oi!"

"Although if it's half as fun to _do _as it is to watch, I can certainly see why it's worth losing a few million brain cells for."

She frowned. "Are you angry?"

"Angry?" He wasn't sure why she would think that. "No, why would I be angry?"

"We go out to see something new and I come back so pissed you practically have to carry me inside?"

The Tardis jerked as it moved, and Rose latched onto the seat under her, holding on for dear life. As takeoffs go, it was smooth. But she didn't loosen her grip until they were drifting steadily in the Vortex, and he sat down next to her.

"Did you have fun?" he asked simply, putting an arm around her shoulders.

She leaned into him and closed her eyes. "Yes. I did."

"Mission accomplished, then." He hugged her a bit tighter, just for a moment, and tipped his head to rest it on hers. "I'm glad."

"Doctor?"

"Hmm?"

He could hear in her voice that she was falling asleep, her awareness of the world around her slipping. He smiled knowingly as he stroked his hand over her hair, listening to the way her breathing deepened as her weight rested heavier on him. As she gave a final, deep sigh, she just barely managed to whisper out the words, "Thank you." Then she was asleep in his arms.

*X*X*X*

"River?"

Startled awake by the hand that was shaking her, River sat bolt upright and blinked into the darkness a few times before her eyes pulled into focus. "Doctor, don't _do _that!"

"Sorry, sorry, really, I'm sorry." His hands were up in surrender as he backed away, almost clear to the other side of the cell. "Didn't mean to startle you."

She took a few breaths and ran a hand over her eyes, then back into her hair. It took a moment for her to wake up, and to realize what she was actually witnessing. He was standing there, watching her, waiting as patiently as the concern on his face would allow. She blinked a few more times and finally her brain engaged her mouth.

"What are you doing here?"

"Something's wrong," he said seriously. "And I need your help."

She laughed. Was she dreaming? "You're here asking _me _for help? That's a switch."

He wasn't laughing. Her smile fell.

"What's wrong?"

"It's happening, River. Right now, it's happening. I can feel it. So can the Tardis."

"What's happening?"

"History is happening."

His voice was tense and tight, as if he were holding back the floodgates of panic by sheer force of will. She frowned as she watched him carefully, uncertainly. She could count on one hand the number of times she'd heard him ask for help. And the times when he was asking because he didn't know what to do... well, he'd never done that. At least, not as far as she could recall.

"History is happening," he repeated, his voice quieter as he visibly regained his control. "I can feel it, in my chest, and I know what it means. And I know that I'm going to need your help."

"Feel what?" she asked, concerned.

"The storm." He paused for a long moment, looking her in the eye. "A storm is coming."


	3. Chapter Two - The Dance

**CHAPTER TWO**

**The Dance**

Rose awoke to the sound of silence, in a bed that had become - for all intents and purposes - her own. But the fact that she didn't remember coming here wasn't what alarmed her. Much more alarming was the sense that she wasn't alone. The Doctor. She could taste him on her lips, smell him somewhere close by. Very close.

Her eyes flew open and she looked around. Alone. She was alone. It was like waking up from a dream. So real, but not. And oh, her head was pounding. She stared for a moment up at the ceiling before letting her eyes slide closed again, with a groan. It wasn't the first time she'd awoken with that startling sensation. She could never remember the dream in detail, but she knew he was there somehow, in that drowsy, half-awake state. She could smell him, taste him. Sometimes she could even feel his hands on her.

Something about this ship always seemed to blur the lines between dreams and reality even more than usual in those first waking moments. And something within her own subconscious - put there at a time when she'd scarcely been able to enjoy it - knew exactly how he tasted. She didn't know what, exactly, made that memory so real and present and tangible. But she knew just enough about the Tardis - this ship that was grown and not made - to say for certain that it was something about the setting, and not her own mind, that made the sensations so real.

She took a deep breath. The blankets were warm, but the air in the room was cold. That wasn't unusual. He always seemed to keep it chilly in here. Where were they parked? Were they parked at all? It didn't feel like they were in flight. Of course, sometimes it was hard to tell. She shivered as she burrowed deeper. It was too cold to get out of bed. Perhaps she'd just stay there until they ended up someplace warmer. Besides, no point in racing out of bed. And the longer she lay here in the dark, the more the headache was subsiding.

Everything from the night before was something of a blur. The Olympics, fireworks, celebration... She remembered the pub and the man who'd bought them drinks. The Doctor had tried twice to get his name, but he'd gotten distracted before he could answer. She smiled as she remembered the stumbling through the darkness, the laughing. The Tardis. And then...

Her eyes snapped open at the flash of a memory, crystal clear. Wrapped in his arms, skin to skin, mouth to mouth. A moment of panic - no no no no no that was not a memory, it couldn't be! - and she felt under the blankets to discover that she was still fully dressed from the day before. The image faded. Just an image. Just another trick, no matter how clear and vivid and real.

She smiled as she realized how beautifully real it was and felt that familiar tingling in her womb. Relaxing again, slowly, she turned to look at the bedside table. She was looking for a clock she should've known wasn't there. What good was a clock in a time machine? Someday, she would get used to that. Instead of a clock, what she saw was a pair of black rimmed eyeglasses.

_"You should wear them."_

_ "Oh, should I?"_

_ "Yes. You look sexy in them."_

She stared for a moment before reaching for them. A memory? Another image that never really happened? Would she really say that? Just now, there was really no way to tell. They were certainly real, and sitting there. She wasn't imagining that. How had they gotten there?

The headache was gradually subsiding, the longer she lay still. More importantly, somewhere on the other side of the curved, softly glowing walls, there was music playing. Slowly, carefully, she sat up, swinging her legs over the side of the bed. A little unsteady and... cold. It was definitely cold. Why did he always keep it so cold in here?

She dragged the blanket with her as she stood and stumbled barefoot to the open door, out into the hallway. The music was excited and alive and upbeat and loud enough to echo down the corridor. As she peered out into the control room, she saw him right away and hid in the doorway as she watched him.

No doubt now that the Doctor could dance. Around the console of the Tardis, leaning down occasionally to adjust something or another. It was like he didn't even think about it, didn't realize his feet were moving. He picked up what looked every bit to her like a random chunk of metal and took it with him as he spun on his heel - perfectly balanced, all the way around - and took a few steps back in time with the music.

_Kiss me where your eye won't meet me... Meet me where your mind won't kiss me..._

Just watching him made her smile bigger than she ever remembered smiling before. The lights on the wall of the Tardis were blinking in time with the beat. She wondered if it was somehow tied into the sound system or if he'd programmed it to do that. She caught pieces of lyrics - apparently he could sing, too - when he was close. Full of energy and life in some mix of disco, swing, and Michael Jackson pop... Damn, he was _really _good at that.

_You girls never know... How you make a boy feel..._

Hugging the blanket tighter around her shoulders to keep away the cold, she could feel the beat settling in her. She was neither surprised nor hesitant when he set down whatever he was holding, spun, looked her straight in the eye, and held out a hand. He'd known she was watching him.

So much for the cold. She dropped the blanket, climbed the steps in time with the drums and placed her fingers against his palm. And just like that, they were moving as one. He led in a way that was so natural and easy to follow, she didn't have to think about it. Spinning, laughing, prancing and turning. She'd never heard this song, but she knew she would never forget it.

The song ended, leaving them in a loose embrace with his arms crossed over hers at her waist. Laughing, he untwisted from around her, but didn't let go of her hands, stepping back to keep her at arm's length. His eyes were still sparkling.

"Somebody's very chipper this morning," she observed.

He laughed and as the next song started, pulled her forward so fast and hard she ran right into him with a shriek of surprise.

"Sleep well?" he asked, ever so casually as he slipped an arm around her waist and lifted her hand on the other side.

"Like a rock. Where are we?"

"Near the constellation Orion. Not too far from home, for you."

"And when are we?"

He smiled. "When would you like to be?"

His feet were moving in time with a new beat, another song she didn't recognize. She matched him effortlessly. It was even easier when they were close together. Not a lot of room to get tangled together.

"I never really thought about it, but you've probably got quite the music selection, don't you?"

"Depends on what you like."

_ Gonna be some sweet sounds... Coming down on the nightshift..._

"You know, it's sort of interesting," he continued, not missing a step, "nearly every creative civilization in the universe loves music in some form. And nearly every one goes through these periods of renaissance every couple hundred years. And they always manage to come up with new things, unlike anything that's ever been thought of before."

"I don't know about that." She turned under his arm, and matched his half-steps as she came in close again. "They say there's only seven basic storylines in existence, and every story told is a variation on one of those seven. I think it must be the same for music."

That knowing smile, the way his eyes lit up, made the challenge obvious. "Whose existence?"

_You've found another home... I know you're not alone on the nightshift..._

She considered that for a moment before it slipped through her thoughts. Her attention was drifting back over the night before, and the things she couldn't remember.

"Doctor?"

"Yes?"

"D'you know last night? When I was drunk?"

"What about it?"

"I didn't say anything _really_ stupid then, did I?"

"No, of course not. Why would you think that?"

"I don't remember... parts. Like how I got to bed."

"Ah, well, I figured it was a more comfortable place to sleep than in here."

She hesitated. "And I didn't say anything really embarrassing that I should know about?"

"Nothing I didn't already know."

Like a kid with a secret, he was teasing her. She wanted to smack him, but all she could do was laugh as he twirled her so suddenly she let out another squeak of surprise. As he pulled her in tight, he trapped her arms behind her back, holding her wrists firmly. Suddenly, he was _right _there, over her, dark eyes mere inches from hers. She could feel his breath on her lips, surprisingly cool. In the back of her mind, she suddenly remembered that she'd been cold moments ago. But just now, pressed tightly against him, there was enough heat running through her to warm the whole room.

"You really think I'm sexy with the glasses?" he teased, eyes still dancing although his feet had stopped.

She swallowed hard. Nothing like being put on the spot! Apparently, that part hadn't been a dream. But why did she care if he knew that she liked his glasses? Hell, Cassandra had been in his head. He knew full well what she thought of him.

Standing up straighter, she pushed her shoulders back and answered with confidence. "Yes."

"Good to know."

"And speaking of your glasses," she wriggled her hands out of his grip and pulled them from the collar of her shirt, where they'd been quickly tucked, "you can have them back."

With a broader smile, he took them. But instead of tucking them back into his jacket, he slipped them on. "Thank you."

She didn't know whether to glare at him or simply melt in his arms. "Oh, that is so mean."

"Mean?" He laughed. As the song finished, he found her hand and turned to stand behind her, fingers locked with hers and his other arm loosely across her waist. The next song was much slower, and he was already rocking slowly as he leaned down, lips against her ear. "I'm never mean to you."

She didn't have an answer for that. She couldn't even think when he was so close. Still holding her hand, he turned her around and guided her hand up to his shoulder before locking his wrists behind her. She could feel her heartbeat flutter as she felt his rhythm, slow and easy, side to side.

"You know this song?"

She blinked, startled out of the daze that being pressed so close to him had created. "I... No, I don't think so. Should I?"

_It seems I've grown attached... though we're not the perfect match..._

"It's from your time period. Roughly. I think. Maybe. Actually, maybe not. I honestly don't remember."

She laughed.

_Should I stay, should I go? ... Can I ever stand to let you go?_

His smile was slowly falling. She was so used to seeing it on him, except for those moments of life-threatening intensity, that it took her a moment to adjust to the deep, smoldering look creeping into his eyes. His eyes were so deep, so endless. He was so much older than he looked, and it was his eyes that betrayed that. So many secrets, so much pain and joy and everything in between. Before she'd known him, she would've thought it impossible to conceal so much - so many impossibly contradictory things - in the same vessel. But there he was, looming over her, hands on her back as he rocked slowly with her.

Her mouth was suddenly dry.

"What you said last night," he said softly. "When I told you not to say never ever..."

She licked her lips to try and bring back the moisture, and nodded. "That we'd always be okay together?"

"Did you mean that?"

"Of course." She paused. "Well, I mean... It's like you said. I might not have as many years as you do but... Well, as many as I have."

"That's not just one way, you know."

"What do you mean?"

"What I said before. About having to watch you," he swallowed, "grow older. Weaker. That won't be any easier on you than it will on me."

"We'll cross that bridge when we get there."

"You know what you're giving up." It wasn't really a question, although it probably should have been. "You know it's going to hurt. That this could never work."

"Don't say that."

"I won't lie to you." He paused, and lowered his eyes a fraction. "Nothing is normal here. Not with me. And last night, with your own people in roughly your own time, you seemed so happy."

"Because I was with you."

"Is that all?"

"What do you mean?"

He hesitated. "This life - this amazing, wonderful, brilliant life you want, with me - it feels incredible. I know it does. The good times feel..." He trailed off, eyes out of focus somewhere over her shoulder, a soft smile on his lips. It remained for a few moments, then fell before he looked back at her. "Well, you know. But the bad times... They can feel just as powerful. I wonder if you could really understand that."

She let those words settle, then took a deep, slow breath. Still moving slowly in time with the music, she moved her hand to his cheek, stroking his cool skin, feeling its texture.

"Do you want me to leave?"

He shook his head as he dropped it forward. "You never have to ask me that. The answer's always going to be the same."

"I wasn't asking for my sake."

He swallowed noticeably, and looked up again.

"I've heard all this before, Doctor. Nothing's changed. So why do you keep asking me?"

He was still for a moment, and completely silent. Then, slowly, he leaned in closer, letting his lips just barely touch hers. Her eyes widened, and her stomach leapt into her throat as he hesitated, then gently pulled at her lower lip, inviting her to return the kiss. For a moment, she was frozen. She couldn't think, couldn't breathe. Was she dreaming? But then his arms tightened around her, pulling her closer until she could feel his body, solid and real, against hers.

This was not a dream.

Unsteady on her feet, she locked her arms behind his neck, standing on her toes to reach his height as she followed his gentle, probing kiss. Her legs were threatening to give out, but he was holding her tightly enough that she probably wouldn't fall even if they did. There was no awkward hesitation, no clumsy struggle for dominance or distracting attempts to impress her with his skills. And God, he could kiss. Slow and sensual, passionate and protective. It was everything she knew and loved about him, all bottled up into one moment of warmth and intimacy.

Even after he withdrew, pulling at her lower lip, she couldn't breathe. He remained close, his forehead against hers as her thoughts and emotions raced. She could hear her heart pounding in her ears, deafening her. That flighty, fluttery feeling in her stomach was making her dizzy. She was afraid to breathe - afraid it would somehow break the spell.

He was smiling when she finally opened her eyes, smiling like he knew a secret. Or maybe all of them.

"So, Rose Tyler," he said softly, "where should we go today?"

She couldn't think. He couldn't possibly expect her to think. She struggled to pull her thoughts together, to reorient with who and where she was. It was all fuzzy, swirling around her. "My God, you can kiss."

Like a kid in a candy store, he was beaming - tongue to his teeth, glasses just a little off center, hair everywhere. If there had ever been a more exciting, sexy image in the known universe, she had yet to see it.

"You wanna do it again?"

That question probably would've sounded so awkward, even childish if it had come from anyone else. But instead, it made her stomach flutter. Pressing closer to him again, she relaxed into his embrace as he parted her lips with his and kissed her deeply, tilting her back until she was off balance. She held his shoulders as he held her off center, supporting her with one hand. She could feel his other moving slowly up her back, pinning her close to him as his tongue slowly stroked hers. As he withdrew, he set her carefully upright again, pulling gently on her lower lip.

"How's that?" he teased as she tried to catch her breath.

She swallowed hard, dizzy. "Um..." There was not a strong enough word to describe what she was feeling right now. She settled on vague. "Good."

He smiled again, and turned to kiss her cheek before he withdrew. "So! Past? Future? Present - well... Present is relative, I suppose."

She stared, dumbfounded as he headed toward the console, waiting for an answer.

"Cold? Hot? Spacious? Cramped? People? No people? Shall we go try to find the planet of the more-than-seven suns? Who knows where we'll end up along the way 'cause I can't think of one right off the top of my head. Come on! Throw some ideas out there. I'll find a place!"

It was easier to think now that he'd stepped back. But she was still having some difficulty forming words. She took a deep breath, and stepped forward. "Anywhere?"

"Anywhere, anywhen." He looked up again and smiled. "Spin the dial and see where we end up?"

The thought came suddenly, unexpected but with such force, it made her wonder how she could've thought there was any other answer. The one place she wanted to go. The one thing she wanted to see, wanted to experience, more than anything else in the universe. She knew it, suddenly, with every fiber of her being. But putting that knowledge into words was a very different matter altogether.

"There is one place."

"Don't."

He looked at her hard, smile instantly gone. There was a shadow over his face and his tone had suddenly turned to ice, faster than she would've thought possible. Her breath caught in her throat, and she knew he somehow knew exactly what she was thinking. Startled, she stared at him. How did he know?

"You know I can't do that."

She stammered for a moment, not sure how to answer his hard tone. Was he reading her mind? Was there something in the way she'd said it? But there was no doubt they both knew what she hadn't said.

"I know you can't change it," she tried to recover. "But why can't we go there earlier? Long before the war, before anyone who was involved was ever..."

As she trailed off, he was walking away, towards the other side of the console with that cold, distant mask on. She was still stunned by how fast that look had found its way to his eyes.

"It's time locked."

"Yeah, but what does that mean?"

"It means no coming, no going."

"But we could go back to the dawn of the planet, before any of the people were even there. _Before _it was time locked."

"No, we can't. It doesn't work like that."

"I don't want to change anything. We don't even have to get out of the Tardis. I just want to see it."

"No!"

It was as close to a shout as she'd ever heard from him. Pure, unbridled anger that looked nothing like she would have thought. Her eyes widened. She'd seen him angry before, but never like that. It was stone cold and deadly, and it sent a chill down her spine. And so sudden. It was hard to believe that twenty seconds ago, he'd been all smiles. Swallowing the lump in her throat, she stood her ground. He wouldn't hurt her; she knew that. But just now, he was terrifying.

Her voice cracked, barely able to manage a whisper. "Fine."

He looked away, focusing on the controls, and she heard the engines start up. The urge to retreat was growing. In fact, it was overwhelming. With one last glance at him, posture straight to preserve her dignity, she turned and headed back to her room, leaving the conversation unfinished, before the confused emotions had a chance to settle.


	4. Chapter Three - Old Wounds

**CHAPTER THREE**

**Old Wounds**

The Tardis' engines had been silent for nearly an hour before Rose heard the knock on her door. Lying on her stomach, pillow clutched to her chest, she didn't turn her head to the door as she called back.

"Come in."

She wasn't sure what she was expecting. She knew what she was hoping for - a bright and cheerful Doctor to pretend like their last conversation had never happened. Instead, the door opened slowly and there was a long moment of silence.

"We're just on the outskirts of the Cistryn Nebulae if you'd like to have a look."

His voice was low and unintrusive, a soft suggestion but nothing more. She wanted to answer, to say something to bring back the energy and the smile that she'd stolen by suggesting something she knew better than to suggest. What had she been thinking, when she said that? The moment had been so perfect. Why hadn't she just given him a simple answer? Somewhere with green sky or a friendly indigenous population that could fly and fit in the palm of her hand. The most outlandish things she could think of always seemed to exist in some form, somewhere in the universe. And he always seemed to know how to get them there. Why hadn't she just said something like that? Something simple...

"It's worth seeing," he tried again. "The view, I mean. I don't come here often but... It's quite pretty. Peaceful."

He sounded almost hopeful. Why did that tone bring tears to her eyes? She swallowed hard as she answered, as casually as she could manage.

"I'll be there in a minute."

He was quiet. But the door didn't close. He hadn't left. Finally, she heard the soft sound of his footsteps on the floor. As he reached the bed, he sat down on the edge of it. She felt it shift, but didn't turn to see him.

"I wish I could, you know."

"It's fine." She swallowed again to keep her voice from cracking. She didn't want to talk about this. Not when it could go so wrong so quickly. "Let's just not talk about it. There's plenty of other places."

"No, that's not what I mean."

Slowly, she turned toward him. He glanced at her with a look that was just as serious as it had been before. But it wasn't that cold anger in his eyes this time. It was sadness.

"What do you mean?"

He didn't answer immediately. Giving him a minute to form his answer, she sat up and pulled her legs closer, leaning forward on them.

"I wish I could see it," he finally whispered. "Not see it, really, because I really _can't _go there. Even if I wanted to, the Time Lords built preventative measures into the Time Vortex itself to prevent anyone from travelling back into Gallifreyan history and the time lock... Never mind, that's not the point."

He leaned forward, elbows on his knees, head in his hands. She knew better than to interrupt. She let him think, let him put his thoughts together. The pure emotion, painful and so very real, that was radiating from him made her chest tighten.

"I wish..."

She bit her tongue to keep from speaking as he choked. She wanted to stop him, wanted to tell him it didn't matter, that he didn't need to drag up this pain. She wanted to apologize until she was sure he knew that she was really, truly sorry for ever letting that thought come into her mind. How _had _that thought come into her mind, anyway? So strong, like it was what she had known all along, and had never wanted to say. But that wasn't true. She'd never even thought to mention it before. He'd said that he couldn't go there and she'd always taken him at his word. What had changed?

"I wish I could think about it," he whispered. "Even remember it. But I can't. I know it was beautiful. Like a snapshot in my mind, it was beautiful. But I can't think about it. I can't feel it. I can't go there, even in my mind, and walk in that memory."

"Why not?"

"Because, Rose, don't you see?" He dropped his hands and looked at her again, eyes pleading. "I destroyed something so beautiful. To see it, to envision it, to think about it... all I can see is the fire. Watching it burn. Merciless genocide of every man, woman, and child. People I knew. People I loved. People who trusted me, screaming and dying. I can see them. I can feel them. I can feel them in a way that nobody else can ever know, ever understand. I can still hear them screaming in pain. I can hear their thoughts - the way they felt betrayed. And it was because of me. There's enough blood on my hands to fill the oceans of a thousand worlds. You could never know what that feels like. I would never want you to know."

She looked away as a he closed his eyes, as if willing away the dampness that had gathered at the corners.

"And it's everything I can do to live with myself. Every minute of every day, I hear those screams in my head. I choose to ignore them because if I couldn't do that - if I couldn't make myself forget it, forget who I am and what I've done - I could never live with myself. But to face the beauty and the innocence of that world I destroyed... Even if the laws of time allowed it, I couldn't. I never could."

He was finished. She could tell by the way he dropped his head. Suddenly, he looked so very small, so broken. Her heart broke with him. She tried a few times to find words, but they wouldn't come. Finally, she turned, swinging her legs to the floor and sitting up beside him. There was no thought to it as she put her arms around him, pulling him close.

He didn't resist. He melted into her, clung to her in a way she'd only ever seen children do. For just a moment, it was startling. He was the most powerful and dangerous man she had ever known - the last of the Time Lords, who held power over entire civilizations. Sometimes it felt as if he held the entire universe in his hand. And just now, he was holding onto her like a frightened child, silent sobs wracking his body.

She could feel the tears streaming from her own eyes and wiped them away roughly. Now wasn't a time for her to cry. Now was a time for her to be strong. But she could feel his pain as if it were her own, and it was making it hard to breathe.

"It's okay," she whispered, not sure what else to say. Maybe there was nothing to say at all. Maybe it was better to stay silent, to hold him while he cried. And to never, ever mention Gallifrey again.

*X*X*X*

Breathe. Eyes wide open, hearts - both of them - racing fast enough to make him dizzy, he had to remember to draw in a breath. Darkness around him - only the soft glow from the Tardis walls to remind him that he was alone and safe.

Just breathe.

Soaked with sweat, tangled in the sheets, it was like working his way out of a straightjacket. Finally, he set his feet on the floor and leaned forward, holding his head in his hands as the nightmare faded. It wasn't a surprise. Not really. When he'd spent the day thinking and trying not to think about his darkest moments, it was no surprise that they came to haunt him the minute he closed his eyes. Even the excitement of exploration on a new and unfamiliar planet hadn't taken his mind off of the memories that were racing in circles around an endless track in his head.

He stood, grabbing his robe off the chair by the bed. He had no idea how long he'd been asleep, but it was long enough. He was done sleeping. Tired or not, he would just have to wait until he was exhausted enough to sleep without dreaming. Between now and then, until he found that reset button of a good two hours or so of hard sleep, the inside of his head would be a living hell.

He stood in the shower for a lot longer than was strictly necessary, letting the water cool his burning skin. Burning... fire... screaming. Clenching his teeth, he pushed those thoughts back down. He didn't even remember it vividly; he chose not to do. It was an abstract thought in his mind, in his memories. He chose to remember it as a fact. The Tardis was blue, the time vortex was endless, and he had murdered his entire race. So long as he could keep it that way - just a fact - he could still keep breathing. Otherwise, he wasn't so sure he could. Or that he'd want to.

The life he'd lived before that moment was vague, too. There were entire lifetimes - whole regenerations - that he chose to keep in the very back of his mind. It wasn't hard, most of the time. They were the lives of other men whose memories he retained. He had never really seemed to fit with his own people in all of the years he remembered being a part of them. Formal and stifling, governed by a million rules meant just as much to keep the Time Lords in an exalted state as to protect the universe from their power... He had memories of them, but he had never truly known them. He'd never been one of them.

He chose now to have never felt like he was one of them.

Finally washed, shaven, and dressed but for the tie hanging loosely around his neck and the jacket over his arm, he wandered toward the control room. He had no particular plan for what he'd do when he got there. But surely something needed fixing until Rose woke up. She needed a lot more sleep than he did, and he was sure she wouldn't be ready to set out again. If nothing else, he'd just have to set the Tardis down someplace where he could get out and walk around until she was ready. Because right now, he wanted out. Out of his head, out of the Tardis, out of the dark. He needed to stand in a peaceful place and stare up at the sky. And, as he meandered towards the controls, dropping his jacket on the jump seat, he realized he knew just the place. A beautiful place. A place like Berulai.

He wasn't alone.

Hand on the console, he paused and peeked around to see Rose, sitting on the floor with her back to the wall, watching him. He smiled naturally, the way he always seemed to when he saw her. There was no thought to it. It just happened.

"Oh, hello. I didn't know you were up."

"I couldn't sleep," she said quietly.

He tipped his head slightly at her tone. Curiosity, hesitation, and... she was hiding something. Now _he _was curious. Leaving the controls, he wandered toward her, hands in his pockets. "And?"

"And what?" she asked with her best innocent look.

"And you just decided to come sit on the floor in here?"

She smiled, caught and not ashamed. "Not exactly."

He sat down next to her, leaning back against the warm, porous wall of the Tardis, knees bent.

"Remember how you said I probably shouldn't go wandering around the hallways at the back of the Tardis?"

He glanced at her. "Yeah."

"Well, I was careful."

He frowned. Of all the dangerous places for her to wander aimlessly through, she could've done worse than the Tardis for threatening creatures. But that wasn't really the problem. If she got lost back there...

"There's other control rooms."

He paused before nodding. "Yes. I know."

"Do they work?"

"Nah, they're just shells for the Tardis matrix. Old shells."

"So when you remodel, you put the Tardis matrix in a new shell?"

"Something like that, yeah. I don't actually do it; the Tardis does it herself."

Rose stared for a moment. "How? I mean... Are you saying one day we could come in here and it would look totally different?"

He smiled. "Not quite. She usually does it only when she's suffered some kind of trauma. Not every time though. If that was the case, she would've gone through at least a half-dozen themes in my seventh regeneration. It's sort of like how Time Lords regenerate? She gets a new face, too. A lot of times, she does it the same time I do. Sort of an empathetic gesture, I guess. And there's no limit to the number of times she can do it."

"Oh."

Rose was quiet for a long moment. Then she reached for the paper that was beside her. As she raised it, he realized it was actually a photo. "I found this, in one of those other control rooms. It looks old."

"Aw, look at that..." He smiled as he took it carefully. "I forgot this was in there. Wow, that was a long time ago."

He was genuinely stunned by just _how _long buried the memories of the girl in the photograph were. He rarely thought of memories from that far back. He rarely had any reason to.

"How long?"

"Well, about... seven hundred years, give or take."

"Seriously?"

"Yeah. Actually, no. Longer. Had to be. Well, time is all relative anyways. Trying to count years is impossible. But I was about," he paused to consider, "160 when I met her. That photo was taken a few years later."

"Who was she?"

"Susan." He handed the photo back. "Susan Foreman was her name. Well, just Susan, really. She started using Foreman when she wanted to go to school on Earth and needed both a first and a last name. We had the Tardis parked in a junkyard owned by an I.M. Forman; she took the name."

Rose was watching him with interest. "She was the first, wasn't she? The first... companion?"

"You could call her that."

"What did you call her?"

"I called her my granddaughter."

Rose's eyes widened just slightly. "Really?"

"Yeah." He paused, reflecting quietly. He was actually sort of surprised how well he remembered that when he never thought about it. "Oh, so long ago."

"What was she like?"

He chuckled. "She was..." He trailed off as he tried to think of an appropriate way to describe her to Rose. The two were on opposite ends of the spectrum in so many ways. "She was happy."

Rose smiled.

"Five months, the Tardis sat in that scrap yard," he continued, moving the conversation along and away from difficult to answer questions. "In 1963, of all times. There's not even anything _interesting _in London, 1963. That was when the chameleon circuit on the Tardis broke."

"And for those of us who don't speak Time Lord?" she teased.

He smiled back. "Why it always materializes now as a police box. I never fixed it. Thought about it once, but it turned out to be far more trouble than it was worth. Besides, I sort of like it."

"So if there was nothing interesting there - in 1963, I mean - why did you stay?"

"That was what she wanted. She wanted to go to school, be normal."

Rose was staring. "If that's what she wanted, why was she travelling with you at all?"

"Well, she didn't have much of a choice. At least, she didn't think she did." He glanced at Rose and smiled. "I was old. She needed to take care of me."

"Old?" Now she was just confused. "I thought you didn't grow old."

"I don't. Not now. Well, not in any measurable sense. I do still get older, sort of, but it's just so much slower now than you humans it's hard to even notice it. Dozens of years to your one - and time itself is relative. I spent six hundred years on a planet called Orbis once, and barely aged a day. I say I'm 907, but that's not counting the number of years I've been alive. Just the ones I can keep track of."

"And how do you keep track?"

He paused. "Gallifreyan time was always a rule to measure by because it couldn't be navigated. Now... I suppose the years that pass for me is the only method I have. I was 902 when it ended. Now it's five years later. Relative time."

"So... if it takes a dozen of our years to age you one... how were you old and needing to be taken care of when you were with Susan?"

"The first time is different," he answered. He could have explained how and why the science worked that way, but he doubted she would have appreciated the subtleties. Instead, he kept it simple for the sake of conversation. "Before that first regeneration, my body aged at about half the speed of you lot. If you live long enough, you get to die a normal death, old and frail, just about two hundred years old. And however long you live, that gives the spectrum of what age or stage of health you might be when you regenerate. A lot is established in that first life."

He paused and glanced sideways at her. Why was he telling her all this? It was no secret, but there wasn't really much reason to discuss it, either.

"Are you even interested in this?"

"Of course I am!"

"Why?"

She smiled. "It's your story. Your people. Why wouldn't I be interested?"

He studied her for a moment, curiously. From the look on her face, she certainly appeared to be interested. Finally, he looked away.

"So you've had... grandchildren?" she asked cautiously.

"Yes. Well... Sort of. Actually, I still don't know exactly how she was related to me."

Rose frowned. "What do you mean, you don't know?"

He sighed deeply, leaning back and closing his eyes. The memory was so vague, he could hardly bring it up. "I met her on Earth, 4856. She was just a child, alone on the street. About five years old, bleeding, dressed in rags, skin and bones. Orphaned, apparently, and no memory of what had happened to her, how she'd ended up there. I asked somebody where I could take her to be cared for and they just laughed. So I took her with me."

Rose was watching him with interest now. "Sounds like she wasn't related to you at all."

"No, but she was, in a way. Well, not me _directly _but..." He paused. "She had two hearts. When I realized that, I looked at her DNA. She was twenty-five percent Gallifreyan."

Rose's eyes widened. "Really?"

He chuckled. "I was a bit surprised too, believe it or not."

"Well where did she come from?"

"Who knows? Whatever happened, it was clearly intentional on someone's part. Someone who knew I wouldn't leave her there to die."

"So you took her in and told her you were her grandfather?"

"Yep." He paused, smiling fondly at the photograph. "She believed that right up to her dying breath, I suppose."

"But she didn't... go to Time Lord school or anything like you did, did she?"

"No, of course not. I couldn't take her to Gallifrey."

"Why not?"

"Because she was three-quarter human. The Time Lords may not have been as concerned about racial purity as the Daleks, but in those days? The Non-Interference policy was in full effect. The Time Lords were expected to keep their distance from other races, not to have children with them. Besides that, humans weren't even allowed on Gallifrey."

"She never saw it?"

"She believed she did. When I found her, she was a blank slate - didn't even know who she was. But she had bits and pieces of inherited memory. It was very easy to make those memories her own."

"Inherited memory," Rose repeated. "So even at twenty-five percent, she was a real Time Lord?"

The Doctor chuckled. "Well, I don't know if she would've been able to regenerate, if that's what you're asking. But she did have two hearts. I took examples for how to raise her from one of the most wholesome, family-oriented periods of time I could find in your history because I certainly wasn't going to find any good examples in mine."

"And what period did you use?"

"The 1950s."

Rose laughed. "You took her from the 49th century and turned her into a 1950s girl?"

"Yeah, I did." He smiled. "And she was happy. She fell in love with a man in the 22nd Century, shortly after the second time _ever _I crossed paths with the Daleks."

"Second time ever? Really?"

"Yeah. The first Dalek invasion of Earth."

"First?" Rose frowned. "How many were there?"

"Several." He frowned, but moved on quickly. "She stayed behind, married, had children. I -"

He stopped abruptly, and she raised a brow, curious. "You what?"

He glanced away. "I met her son, once. Well, more than once. And actually, he wasn't really her son; he couldn't have been. He would've been her grandson, though I don't know if he knew that. Alex was his name."

"What happened to him? To either of them?"

He paused for a long moment before answering with a detached tone. "They're gone."

She knew better, this time, than to push. Instead, she let the silence settle, and let it linger until he finally stood to his feet, eager to change the topic of conversation now that it had drifted back to memories he didn't want to think about.

"Shall we spin the wheel and see where we end up?" he suggested.

"Fine by me."

She pulled herself up as well and headed towards the controls with him, letting the conversation end. He was glad. He'd had more than enough of this trip down memory lane. He was in need of a distraction. Setting the photo of Susan on the console, he turned his attention to the chronometer.

He paused with his hands on the controls and looked up at her with a mischievous grin. "Hold on tight."

She smiled broadly as she clung to the edge of the console, keeping her balance as he spun the dial and the Tardis lurched forward into the Time Vortex.


	5. Chapter Four - Hospitality

**CHAPTER FOUR**

**Hospitality**

Lying on his back with his arms under his head, the Doctor stared up at an unfamiliar sky, tracing out the patterns of constellations that looked skewed from this angle.

"It must look so different to you," Rose said quietly.

He glanced at her, lying beside him and looking up at the same sky. "What do you mean?"

"You know where everything is up there, don't you? Every star in the sky..."

"Only the interesting ones." He looked back up. "Always a bit tricky to reorient myself though. On a new planet where I've never been."

"And you've never been here?"  
"Nope."

She turned onto her side, propping her head up on her elbow. "So why haven't we done any exploring, if that's the case?"

He raised a brow. "It's almost night! And trust me, exploring in the dark is not a good idea. Plus, you can't see anything."

"Well, you're the one who landed us here at night," she teased.  
"Ah, well, wanted to see the sky."

He traced a few familiar constellations, and let his eyes focus on the empty space in the sky where a lost galaxy belonged. _Stop it!_

"Well, now that we've seen it..." He sat up, focusing his energy elsewhere. Time to jump ahead to morning. But as Rose sat up, he caught a glimpse of movement behind her and froze. Threat? No. Too slow to be a threat. And humanoid. Curious. Female.

"Hello," he greeted with a smile.

She was little more than a girl - in Earth years, probably twelve or thirteen - keeping a safe distance. For a minute, he thought she was going to skirt around them and keep right on going. But then she stopped. "Hello, sir."

"Oh, just Doctor will do, thanks." He stood and brushed himself off, then held a hand down to Rose. "And this is my friend, Rose. Do you live around here?"

"Yes, sir. I mean... Doctor." Her skin was pale grey, even in the warm, orange moonlight. But she smiled as she looked from him to Rose and back again. "You have been sitting here for some time."

The Doctor exchanged glances with Rose. "Yes. Yes, I suppose we have. Is that a problem?"

"No. My mother only wondered if you've had dinner. She sent me to invite you. It will be ready shortly, if you'd like to come with me."

The Doctor blinked in frank shock at the enthusiastic hospitality. But as he glanced again at Rose, they both smiled. "Sure, that sounds wonderful. We'd love to come."

*X*X*X*

The hospitality was a particularly charitable effort for the family, Rose could tell. Poverty seemed to have a universal feel to it. There was no way to tell if others on this planet lived in homes that were sturdier, or ate food that had more taste to it. But the ragged clothes on the woman who served them - with a crying baby on her hip - spoke for themselves.

"So where are you from?" she asked as she jiggled the baby to try and quiet it. Her attention was divided between her guests, the infant - maybe a few months old - and the two children squabbling at the broken table in the corner. "Pero! Recala! Stop it this instant and eat your food!"

"Oh, we're just... passing through." Rose didn't think the answer mattered, or that the woman even heard it.

"I'm sorry we don't have much more to offer. I just hate to see anyone out in the cold."

The baby screamed louder as a third young child wandered into the single-room house, wailing loudly as he held his finger.

"Oh, Wendua, what did you do now?"

"Can I...?" The Doctor rose to his feet, looking at the crying boy, then the crying baby, then the two who were still bickering. "Help in some way?"

"Oh, of course you can. Here. Hold this, please."

And just like that, the Doctor was holding fifteen pounds of wailing infant. Rose hid her smile as he registered shock - clearly that wasn't what he'd particularly had in mind - then sat back down, turning the baby to face him and setting him - her? - on his knee. Rose hid her smile as he tried several times to catch the child's eye before he finally succeeded. Once he did, the child quieted with only a soft, "Shh."

Rose moved closer, sitting beside the Doctor as he withdrew his tie and held it up close to the baby's hand until the child's grip tightened around it. By the time she'd settled, the baby was smiling.

"Is that some sort of brilliant Time Lord trick?" she asked quietly.

"No, not really."

"I thought maybe you were talking to him with telepathy or something."

The Doctor smiled. "He's not old enough. There's no language center in the brain yet. He can project - what he wants, recognition of people, emotions. But he can't receive. One of the reasons children on Gallifrey start off at the age of eight."

"At the age of eight?" Rose asked, confused. "How does that work?"

Bouncing the baby a little, he moved the tie around to keep him engaged as he started in his best storytelling voice. "A long, long time ago, there was a war that the Time Lords intervened in. In retaliation, those we fought against cursed the planet with infertility. Rassilon is said to be the last Gallifreyan ever born, although that's not really true. I'm sure there were plenty of people born between him and the creation of the Time Vortex."

Rassilon again. It was the second time she was hearing that name. "Who was Rassilon?"

"He was the man who turned the people of Gallifrey into the Time Lords. He created a new race, in a sense, when he and Omega gave us the power to travel through time."

"So if he was the last to be born - or even if he wasn't - how did the race survive?"

"Well, he created this sort of loom. They called it that because it strung together DNA chains and created a fully formed child about seven or eight years old. Inside that child's mind was implanted all the knowledge and experience and history of the Time Lords. They would spend the rest of all their lives unlocking it, and most would only barely scratch the surface."

"And what about you?"

"What about me?"

"Is that why you know so much? You've unlocked a bunch of stuff that got planted into your head?"

He smiled knowingly, but didn't look at her. "Well, fifty years in the Academy helped. And nine hundred years of travel since then."

"But wait, that would make you 950."

"Well... You know how hard it is to measure time out here. Days are different lengths on different planets. You can measure by how many times you sleep, but you lose track after a while. Besides, what difference does it make? For all I know, I could be well over a thousand."

He glanced at her just long enough to wink, then looked up as the woman came closer and held out her arms for the baby. "Oh, thank you so much."

"My pleasure," he smiled back.

"Will you be needing a place to stay tonight?"

"Oh, no," the Doctor said, rising to his feet. "Actually, we need to be going."

"Now?" one of the children - Rose couldn't hope to keep track of the names - asked. "But it's dark outside."

The Doctor opened his mouth to answer, but he didn't have a chance before one of the other kids cut in. "So?"

"So it's stupid to wander around outside after dark!"  
"_You're_ stupid!"

"Oh, children, please!" the woman sighed.

The Doctor smiled. "Tell you what. Is there anything particularly dangerous in these woods that you know of?"

She stared. "No. Why?"

"If you'd like, I'll take them for a walk and look after them while you clean up. It's the least I can do."

Rose blinked in surprise, both at the offer and the fact that the frazzled woman actually smiled and accepted. In the momentary chaos that followed, the Doctor and Rose gathered all seven - _seven_! - children, minus the baby, and ushered them outside.

"Poor woman must be half-mad," Rose muttered.

"What makes you say that?" Hands in his pockets, the Doctor walked casually down the path, a few steps behind the oldest - the girl who had come to the clearing to get them.

"Letting a complete stranger take her children for a walk in the dark?"

"Ah, they're a peaceful race. Most planets in this quadrant are."

"Yeah, but she never even asked what _planet_ we're from. And our skin makes us look way different from them..."

There was a bit of a swing in his step as he tipped his head up and looked through the trees at the stars. "It's so hard for you lot to imagine a world without evil. But they do exist. Scattered throughout the galaxies."

"You'd think after so long, they'd all be wiped out by other races. Or they'd start killing each other."

"It does happen, from time to time. But there will always be more."

"Tegan, look at this!"

The Doctor paused noticeably as the girl a few steps ahead responded, quickening her pace to where her brother was crouched up ahead.

"Ew, Roni, that's disgusting!" The girl stood and pulled him to his feet too. "Will you stop playing with dead things? You're going to make us all sick."

"Yes, no playing with dead things," the Doctor seconded. Then he turned his attention to the girl. "Tegan is your name?"

"Yes, that's right."

Rose glanced at him curiously as his smile grew. "Beautiful name. I had a friend named Tegan once."

"Did you?" The girl's eyes lit up. "I was named after the goddess Teganistrophe from the third dynasty carols. I've never met anyone else with my name. Where was she from?"

"She was from Earth."

"Really? Oh, I love Earth! Is that where you're from?"

"Rose is."

Rose gave a little smile and wave and a quick, "hello," but wasn't entirely sure what else to say. She'd never had to think of her planet of origin as being such a novelty until a few years ago.

"My father has seen Earth. Someday, I will see it, too."

"Yeah?"

"Where's your father gone?" Rose asked.

"He's cataloguing. In return for his education, he owes the ruling council twenty years of service."

"Twenty years?" Rose was stunned.

"Not uncommon," the Doctor answered. "With us, it was anywhere from fifty to three hundred. How long is your lifespan, anyway?"

"About one hundred and thirty years."

"Yeah, so see? Twenty years isn't unreasonably long."

"Well, it is to me. It's nearly as long as I've been alive!"

"He's due to come back soon. I can't wait. When he does, we'll be rich. No more eating what we can grow in the backyard, sewing our old clothes back together..."

"Tegan! Tegan! Look at this!"

"Come quick! Hurry!"

The Doctor smiled and leaned in closer to Rose, slipping a hand over hers. "What do you want to bet that's the sound of six excited children who just found a big blue box in the middle of their woods?"

Rose smiled back as she laced her fingers with his and squeezed his hand. "Ah, now you've really gone and done it. The curiosity is piqued."

Watching as Tegan ran up ahead, they kept their light, unhurried pace, enjoying the cool night air and the simple pleasure of walking hand in hand.

*X*X*X*

"And then there was this thing!"

"And it came up out of the other thing!"

"And the whole room was like _woosh_!"

"No it wasn't, stupid, it was like... _vroom_!

"It was so big and wow!"

It took several minutes for the woman to get her children calmed down. Full of excitement and enthusiasm, they raced off to ready themselves for bed, still flailing and exaggerating the noises they imagined the Tardis would make if it had actually left the ground. It hadn't, of course. But the mere possibility was enough to awaken the overactive imaginations of all of the children.

Finally, the woman turned back to them and smiled gratefully. "I don't know how to thank you enough."

"For what?" the Doctor asked, confused.

"Well, for taking them and... well, the clothes." She looked over her shoulder at the neat, clean clothes that the children had returned in.

"Oh, it's no problem," the Doctor answered with a smile. "I've got enough clothes to supply a small army."

"And speaking of which..." Rose slid her backpack off of her shoulder and held it out. "These are for you. I hope they fit. I just sort of had to guess on your size."

The woman smiled again, and took the backpack. "Thank you."

"There's a few more shirts in there, too. For the boys."

"I don't know what to say." She looked back and forth between them. "I don't even know your names."

"Rose."

"And I'm the Doctor." He took Rose's hand with a smile. "And thank you. Sincerely, thank you. For your hospitality."


	6. Chapter Five - Blind Alley

**CHAPTER FIVE**

**Blind Alley**

They were being chased. But for once, it wasn't by carnivorous, psychic, or threatening aliens. In fact, they were running from an ordinary human who could run extraordinarily fast for his size. And they were laughing the whole way.

"Come back here! Stop, you! I demand you stop!"

Exchanging glances, hand in hand and beaming ear to ear, they headed down the street past a hundred people who couldn't care less that they were running or that they were being chased. It was one of the things about New York - in any version, really - that amazed him.

They ran until they were out of breath. Then, ducking into the alley between the looming buildings, Rose let go of his hand and fell back against the wall, out of breath and still laughing for all she was worth.

"Do you think we lost him?"

"Did you see his face?" The Doctor couldn't stop laughing either. "Brilliant!"

"You'd think the man had never seen fireworks before!"

"Well, at least I'm pretty sure he's never seen them so close."

"Well, it was his own fault! Picking on that boy that way, he ought to be ashamed!"

The Doctor took a few steps back to the mouth of the alleyway, leaning on the wall as he looked out into the busy street. No sign of the angry shopkeeper.

"Is he gone?"

The Doctor stepped back, wandering toward her again with his hands in his pockets. "Yes, I think we lost him."

Suddenly, she had a hold of his jacket, pulling him forward by the lapels. Reflexively, his hands went up to catch himself on the wall and keep from falling into her. Fueled by adrenaline and guided by instinct, he responded enthusiastically, smiling into the kiss.

"What are you doing?" he teased quietly, not quite breaking away from her.

"What I've wanted to do for... oh, about three days now."

He slowly parted his lips, allowing her entrance as her grip on his jacket loosened and her hands wandered over his chest, his shoulders. She pushed forward from the wall, closer to him, and he wrapped his arms around her. He let her lead, let the scent of her pheromones swell up around them, scattering his thoughts as their kiss fell into that slow, steady rhythm as old as time itself.

He'd known this was coming. He'd known, when he kissed her in the Tardis, that he was crossing into a new dimension of their friendship - through a wall he'd hesitated to breach. He was surprised it had taken her three days to seek out their new boundaries. But at the same time, he wasn't entirely sure he was ready to define them. Everything was so perfect with her... He wasn't sure he was ready to lose the relationship they had to make way for a new one.

But he could feel her - her energy and excitement, her intensity and arousal. It elicited a response inside of him whether he wanted it to or not. He was aware of every beat of her heart and the temperature of her body as it rose a fraction. Her grip on him tensed as she pushed her hips forward on his, just to see what he would do. He didn't consider his response. It was enough to simply feel, and let instinct guide him. Moving his hands to her hips, he pushed her back against the wall, pinning her there with his body.

He could feel the endorphins triggering, the lust flooding through his veins. Her scent was a drugging aphrodisiac, and she tasted warm and bittersweet - the cinnamon coffee she'd just finished. Her body, soft and yielding, was full of pent up energy as she arched against him.

"Doctor..."

Dropping his head, he moved his kiss from her lips to the side of her neck, breathing deep. His eyelids felt heavy, his mind hazy and swirling with a million beautiful thoughts and colors - pure emotion that had never felt so good. Pleasure and warmth and trust and intimacy and all of the things he wanted to experience again more than anything. He could taste the desire. He could smell it and feel it. It was all wrapped up in her. Everything he wanted. Everything he couldn't have...

New and unwelcome emotions swirled with that thought. He'd caught it, felt it in the air just a few nights before. But right now, it was suddenly in every cell of his body. Loneliness and loss, the painful memory of just how badly this could hurt. How badly it _would _hurt. It was the worst form of torture he had ever known - to stand alone and isolated with memories like this floating around in his head. He couldn't do this. He wasn't sure he could take the pain when it was over. And someday, it _would _be over. There was no doubt about that.

Pulling away slowly, he reluctantly opened his eyes to stare into hers - into her passion and desire and hope and the millions of beautiful feelings all swimming around inside of her. It made him smile in spite of himself. Still breathing heavy, hot against his lips, she lingered just out of reach.

"Doctor? Are you alright?"

He ran his tongue along his teeth, fighting for the shreds of his self-control. But his pulse was still racing, and he could feel the adrenaline flowing through his veins.

"You can't possibly think this is an appropriate time or place for this," he said as lightly as he could.

Her hands stopped on his chest, her breathing heavy as she drew deep, full breaths, head lowered. "I'm sorry," she whispered.

There were a million reasons why he should have pulled away from her while he had the chance. All of that loss and loneliness he _knew _would come of this was right there on the edge of his mind, whispering in the dark. But closer to reality, closer to this point in time, there was her, here, now. So much life... So much pleasure... So many beautiful, swirling emotions... And the smell of her was intoxicating.

He couldn't help but kiss her again, tasting her, feeling her. Responding slowly, she moved her hands up from his chest, across his shoulders, down his arms. He dropped his head forward, alongside hers, and gently nuzzled, lips against her ear as he tried to catch his breath.

"Rose, we shouldn't do this."

"Why not?"

Eyes sliding closed, he pressed forward against the hand she'd moved to his groin. It was an involuntary response. "Because I can't stop."

He felt her fingers wandering, lightly over the zipper on his slacks. "What makes you think I'd want you to?"

He wouldn't have thought it possible for her to give off any more pheromones. But in that moment, as she raised her eyes slowly to his, he realized he was wrong. She was radiating pure lust, and it was everything he could do to keep his hands against the wall.

"How can you possibly smell so good?"

There was fire burning in her eyes as she held his gaze, breathing shallow and hot against his lips. "Doctor..."

He was losing this battle. Dropping his head again to avoid her gaze, he took a few breaths, trying to drown out the all encompassing awareness of her. He couldn't resist this. But here and now, this wasn't what he wanted - _how _he wanted her.

"Not here."

His fingers closed around her wrist, pulling her hand away and pinning it to the wall with a little more force than strictly necessary. He didn't want to hurt her - far from it. But if he let her go much further, he knew he wouldn't be able to end this. Swallowing hard, he looked up and met her startled look.

"Please stop," he whispered. "Rose, please. I can't do this."

The startled look changed to one of confusion and hurt and rejection and oh so many things he didn't want to see in her eyes. Then, the embarrassment. The shame. Still holding her hand, he leaned closer so that he wouldn't have to look at everything she was feeling.

"I'm sorry, Rose. I'm so, so sorry. I don't mean to play with your emotions like this but you smell so, so good, I can't think. I _literally _can't think. And I can't. I just can't. I... Not like this. Please not like this."

He didn't move, didn't look at her. He just waited, pressed against her, holding her wrist loosely until she finally pulled it away. She laughed tightly, embarrassed. "I... I'm sorry. I didn't mean..."

"No, no, please. Don't be sorry. You don't have to be sorry."

Gradually, the pheromones cleared. The pressure in his groin subsided. His head cleared as her scent faded. But it was still there somehow, imprinted on his mind. And in that moment, he knew he would never forget it.

"Please don't be sorry," he said quietly, finally meeting her gaze.

She looked away quickly, and he stepped back, straightening his clothes and regaining his composure. He could feel her tension from where he stood.

"We should get back," she choked. "Back, um... Back to the Tardis."

"Yeah."

She didn't wait for him to lead the way. Head down and hands in her pockets, she headed quickly for the mouth of the alley, and he sighed as he watched her go. Suddenly, he wished this evening had ended any other way.


	7. Chapter Six - Death by Proxy

**CHAPTER SIX**

**Death by Proxy**

Warmth. She could feel the warm, soft caress of his hands on her. Across her collarbone, between her breasts, lower still until her legs parted naturally, hips pressing up toward him. The smell of him, warm and alive and salty. The taste of his tongue and the way he pulled at her lower lip. She could feel her whole body moving with her labored breaths. Push and pull, him and her, fingers and teeth and tongue. She arched her back as she moaned. Closer... Please... Her body was aching.

She gasped as she opened her eyes. Alone in the room, lying on her side with both hands under her head and... trembling. Her eyes widened in surprise as she recognized the feeling, the spasms between her thighs and in her womb, and she sat up, pushing a hand through her hair.

"What the hell?"

Alone in her room, asleep with her hands under her head... she'd just had an orgasm.

"Okay, now that's weird."

There was no one to answer her. Even so, she looked around her, staring at the walls of the Tardis. "Are you doing this?" she asked. "Are you getting in my head?"

She hadn't been expecting an answer this time. There was no surprise when she didn't get one.

_ Five..._

The thought, so random and yet so strong, caught her off guard. It was so crystal clear, it was nearly audible. "Five," she repeated, confused. "Five what?"

_Four..._

She sat up and put her feet on the floor. What was this, a countdown? But who was counting?

_Five..._

Okay, scratch the countdown. She stood slowly, and walked slowly to the door. The instant her hand touched it, she did hear a voice, so real it made her jump.

"Find him."

Wide eyed, she spun around, looking for the source of the whisper. But nothing moved. Everything around her was still and silent. Taking a slow breath - was she dreaming? - she stood up straighter. "Find who?"

Her first thought was the Doctor. But that thought was her own. There was no answer from the strange, disembodied voice as she stepped out into the hallway and looked towards the dim control room. "Doctor?"

No answer.

_Find him..._

"Find who?" she asked again.

As she looked down the hallway, she could swear the walls were glowing faintly, as if illuminating her path.

_Five..._

***X*X*X***

The Doctor's eyes opened suddenly and for a long, confused moment, he had no idea where he was. Tardis. Cool. Door open. Wait... door open? He sat up, blinking away the disorientation, and stared out the door at the vast emptiness of beautiful space outside. Asleep on the floor of the control room. How had he ended up there?

"Rose?"

No answer. But he hadn't opened those doors. A moment of panic - the Tardis doors should not just be open and unattended - and he sprang to his feet. It only took him a few steps to get to them, and he leaned outside to make sure there was nothing around them before closing up the Tardis. Console. Scanner. How long had those doors been open? Was he dreaming? Maybe he was dreaming. He had to be dreaming. Drifting in empty space with the Tardis doors open? Definitely a dream.

It was several minutes later - several minutes of real time that progressed much more slowly than a dream should, he was sure - that he determined he wasn't asleep. They were in orbit around the Ryculian Sun, right where he'd left them the night before. No warnings, no danger. Nothing odd except...

"Wait a minute..." He stepped back and took a harder look at his surroundings - the white walls and tile floor. The console in the center of it all was a perfect hexagon, with a control panel he hadn't seen in ages. "This isn't right."

This wasn't his control room. This room was vacant, sealed off. There was no way it could be operational. He _was _dreaming. More importantly, he was suddenly completely aware of it. That meant it wasn't an ordinary dream.

"But why?" He looked around for clues, anything that might explain why he'd been drawn back to this point in time. What was familiar? What was noticeable? Something must have suggested this setting, but he couldn't think of what.

"Doctor!"

Startled awake, the dream was gone in a flash. "Rose?"

"Doctor, help me!"

He was on his feet and had grabbed his robe before he was even fully conscious. The lights on the walls slowly drew up to full power as he bounded the few steps to the door. Out of his bedroom and down the hall to her room with its open door. She wasn't inside.

"Where are you?"

"Doctor! Doctor help me!"

Her voice wasn't coming from any one direction, but his eyes were drawn to the shadows at the end of the hall, the places he never went. Not that there was any particular reason not to. He just had no desire, on a normal day, to visit past lives. Not only that, it was far too easy to get disoriented - lost - back there.

Ah, so that was it.

"Doctor! Help!"

Why did she sound so panicked?

Ultimately, it didn't matter why. That sound was enough to elicit an instinctive response. He took off at full speed down the hallway to the first intersection. Five directions - which was the way to her? "Rose, keep shouting! I'll have to follow the sound of your voice."

"Doctor!"

That shout qualified as a scream. Just as importantly, he couldn't tell what direction it was coming from. The adrenaline was racing now, making it hard to think. He had to think. Where would she go? Where would she be? Where would be dangerous? It wasn't like Rose to panic. He'd never heard her sound so scared.

He spun on his heel with a frustrated growl, paced a few steps back, hands in his hair. "Come on, think! Think!"

It took only seconds for his mind to run through a thousand scenarios, but none of them stood out more than any of the others. Suddenly, he remembered. "The dream. The dream! No. Wait." He paused in his first step of running towards that control room as he realized he wasn't entirely sure where it even was. So many years since he'd been back here...

Schematics. No. Wouldn't work. An upgraded Tardis deleted all reference points to previous command consoles. But it didn't overwrite them... The Doctor spun, racing to the control room as fast as his feet could carry him. Grabbing the monitor, he spun it to face him and worked fast. Data retrieval had never been his strongest suit, but at the moment, he was going through the motions even faster than his mind could keep up.

"Come on, come on. Tell me you're still in there... Ha!"

He realized, as he took off down the hallway again - this time with an idea of where he was going - that he was following a plan built on a hunch that he didn't even know for certain meant anything at all. If she wasn't in that room, and he couldn't follow her voice, he couldn't begin to guess which of these hallways she might be lost down.

He wasn't sure where the screaming was coming from until he stood directly in front of the door. No words now, just pain. It was everything he could do to stay calm. That panicking scream, the sound of excruciating pain, was only a half step away from death. He'd heard it before...

Sealed. Locked. Screwdriver. _Shit_! He wasn't dressed. Old fashioned way, then. Password. Oh, the hell with the password. Hands on the door, he pictured it opening, pictured himself walking inside, pictured Rose on the other side of it.

_You _are _going to let me in this room. Now!_

It wasn't a question.

The doors parted. Rose fell through them. She would've ended up on her knees if he hadn't caught her. She was panicked, wide-eyed gasping and still screaming as he pulled her close, wrapping both arms around her. He had no chance to check her for injury. There was no blood, and she was still screaming.

"Rose! Rose, it's okay! It's okay. I've got you."

She stopped screaming, collapsing instead into sobs. Her whole body was shaking violently.

"It's okay. I'm here. You're safe."

She was gasping for air as if she'd nearly run out of oxygen in there. He looked back toward the silent, empty, completely still room. No... plenty of oxygen. He could smell it.

"We can't go back! There's no time! We have to seal it off!"

"Seal what off?"

"Doctor!" She pulled back and grabbed his shirt with both fists, eyes wide and panicked. "You have to leave him!"

Confused, he looked from her, to the empty room, back to her again. "Rose, you're dreaming." It was a shot in the dark, but it was all he had.

"I am _not _dreaming! Look at -"

She shoved him back and raised her hands and suddenly stopped cold, eyes widening to the size of saucers as she stared at them. Still gasping for breath, she spun to look at the quiet control room behind her. He waited, watching her, prepared for anything.

Finally, with a look of confusion, breathing still labored, tears streaming from her eyes, she looked back at him. "Didn't you see it?" she asked shakily.

"See what? What did you see?"

She stared, not moving, confusion and fear playing through her eyes as she tried to come to terms with the fact that whatever she'd been seeing, he didn't see it. He was almost ready to ask again when the relief flooded her and she spun to him, throwing her arms around his neck and clinging onto him for dear life. She was still shaking - adrenaline-induced, loud sobs of relief and confusion at the same time.

He hugged her back gently, and waited until she'd settled before easing her away a little. Whatever she'd seen, it must have been incredibly vivid to affect her like this. "Rose?"

"I... It..." It took her a few tries to make words. Still trembling, still trying to slow her breathing, she turned and looked again at the room, but didn't move away from him in the least. "It was on fire. All of it. But it was... The flames were white... Bright white. And then I was thinking... Oh, Doctor, I'm so confused!"

He glanced into the console room. Nothing was wrong.

"I'm so confused," she sobbed. "I don't know how... I don't even know... It's like there were a half dozen different people in my head! And I..."

As she finally took a shaky step back, clinging to the wall, he stepped inside. Still nothing. He stuck his head back out into the hallway. "Rose, I don't -" He pulled his head back in and looked around, listening to the Tardis. Could it be something wrong with her? "But she's fine! She's in my head, she's working fine!"

"I..." She shook her head, stammering, tears still streaming. But no words came.

He turned away again, looking over the dead console. A Tardis was not like a car that could be rebuilt out of melted down scrap metal. It was sentient. It was alive, and it was as much a part of him as he was of her - a mutual exchange of artron energy that imprinted them on each other. But there was nothing wrong with her. Nothing out of the ordinary. The room was completely silent and still.

"These rooms have passwords... These rooms have _passwords _Rose, how did you get in?"

"I... I don't know."

"What?" He turned back to the control room. "_What?_" And back to Rose again. "I need my screwdriver."

"No, _no_!" She was clinging to him again, with a death grip, the moment he came within range. "Don't leave me!"

He frowned. Something was very wrong here. But getting her calmed down had to be his first priority. "Okay," he agreed. "Okay, I'm not going anywhere."

She fell back against the wall, fingers still clenched so tightly on his arm that her knuckles were white. She didn't let go even as she slid to the floor, and he followed her, sitting beside her.

"It was just a dream, Rose."

"It wasn't a dream," she answered, her voice weak and shaking. "I could feel it."

He raised a brow as he looked at her. "What do you mean, feel it?"

"I mean I _felt _it. I could feel my skin burning. My scalp, when my hair caught fire. My lungs burning from the inside out."

He stared, eyes wide. That didn't sound like a dream. But this room was, for all intents and purposes, stone cold. The controls hadn't been used in well over a century. Probably longer than that, if he cared to think about it. Which he didn't. No obvious energy signatures except what it took to illuminate the room, just enough to see. He wanted his screwdriver to do a thorough check, but it seemed to him like the Tardis was fully functional, exactly where it needed to be. Even if it wasn't, what did that have to do with this room? This room was collecting dust, in a figurative sense. It was so cold and empty, he wasn't even sure that it was really a part of the Tardis now. It was like a dead limb that had just never been cut off.

Rose was watching him. The fading adrenaline left her with a blank, exhausted look, but still worried. "Doctor, I felt it. I felt it burning..."

"I believe you," he answered quietly. "I'm just not sure how. Whatever it is, must be powerful, though. Psychic pollen? Maybe. But it's not affecting me and that would. Unless you were exposed to it somewhere else. Dormant maybe? Can psychic pollen do that? For all I know, you might've picked it up in here. But that still doesn't explain how you got through the door."

"Doctor?"

"Hmm?"

Her eyes slid closed. "My head hurts."

"Come on." He stood and offered a hand down to her. "I'll help you."

She only made it a few steps before she collapsed. He carried her the rest of the way. Empty rooms could wait; Rose needed attention now. As he laid her carefully down in her bed, she drew in a shaky breath and stared up at him with half-lidded eyes.

"Doctor, what's wrong with me?" she asked quietly, weakly.

"I'm not sure there's anything wrong with you." But he was damn sure going to find out if it was anything that would register on a full medical screen before he went back to sleep. "It could be something with the Tardis."

"These dreams... They can't be real. But I keep having them. Keep feeling them."

"You mean this has happened before?"

"Not like this..."

He sat down beside her, brushing her hair back from her forehead. "Get some rest. I've got a few things I can check while you sleep."

"So tired..."

"Good. Sleep." The tests would work that much better if he could catch her during a REM sleep cycle. "You'll be alright."

He watched her for a moment, and her expression did not change. Carefully, he stood and crossed the room, heading to the control room and the console sleeping quietly in the center of it. Stepping closer, he sighed as he looked up and murmured softly, "Alright, so you've got my attention. Now what the hell was all that about?"


	8. Chapter Seven - Miscommunication

A/N: Thanks again to everyone who has taken the time to review or send me a PM. Those who haven't, I appreciate you nonetheless. I am greatly encouraged by the number of people reading and following this story. :)

**CHAPTER SEVEN  
Miscommunication**

Rose wandered out of the hallway rubbing her eyes and immediately saw the Doctor, sitting next to the console, leaned over the monitor. He sat up straighter as he saw her, and smiled through the worry that was written all over his face.

"How are you feeling?"

"Fine." She yawned as she came closer and he moved over to give her room to sit. Lazy and still half asleep, she flopped down and leaned on him. "My head still hurts."

"Not surprising."

She hesitated a moment, eyes closing and then opening again to stare at the console in front of her. "Why is that not surprising?"

"Well," he leaned back, drawing her with him, "best I can tell, that experience last night was some sort of glitch in the Tardis internal communication circuit."

"What does that mean?"

"Well, it means that some of her information somehow got transferred to you and I. My brain more or less filtered it out; barely even noticeable, but _yours_... Your brain didn't know what to do with it so it experienced it as trauma."

"So you're saying the Tardis was trying to talk to me? Like... telepathically?"

"I don't think it was intentional. Telepathy implies intent."

She stared at him for a moment, slowly waking up more. "Doctor... you said before that the Tardis was telepathic."

"She is."

"Right, so when it talks to me, doesn't it have to use your brain somehow?"

"What do you mean?"

"The Tardis isn't not telepathic unless you're around to sort of channel it, right?"

"Well...Sort of. But it's not just my brain she can use."

"She?" Rose smiled. "Your Tardis is female, then?"

The Doctor smiled back. "She is a sentient consciousness. Whatever else you'd like to think of her is just a matter of perception."

"Alright, so _she _does need your brain, though - specifically, _your _brain - for some things. Like translating? It didn't do that when you were... unconscious."

"She didn't do that when I was neurologically _dead_. Bit of a difference there."

"Well, whatever you call it." She frowned as she considered the thought of neurological death. "She still needed you."

"I'm part of her...circuit. It's sort of difficult to explain. She doesn't think or act like us; she uses me to interact with the universe."

"So does that mean you know about all the things she says to me? Because they go through you?"

He glanced at her, but she was focused rather intently on picking at the edge of the blanket she had pulled around her.

"No. Why?"

"No reason. Just wondering."

The Doctor smiled. "Are you worried about me seeing inside of your head?"

"No," she answered too quickly. "I'm not worried. I just... want to know."

"Want to know what, exactly? If I read your mind?"

"Do you?"

"No."

"Can you?"

"Yes. In a manner of speaking."

"Would I know if you did?"

"Yes."

"And what about her?"

"What about her?"

"Does she read my mind?"

"Well, you can ask her, but I don't think you're going to get much of an answer. Like I said, she doesn't use language to communicate."

"But she does. I mean... she did."

"She did?"

"Yes, there were words. Last night."

"What words?"

"She said..." Rose frowned as she tried to remember. But the events from the night before were a blur of pain and confusion. "She was counting."

"Up or down?"

"I don't remember." She closed her eyes and concentrated. "No, it was neither. She said five. Five, four, five. Like... It was almost like she was second guessing herself."

"What do you mean?"

"Well, she said five, and then four was like a question. And then she said five again and it wasn't a question. And she said something else, too. But I can't remember what it was."

"Try. It's important."

"I had to find something." She looked up again, shaking her head. "I really don't remember, Doctor. I wish I did."

He was watching her closely. "Alright, so she is intentionally communicating. The question is, _what _is she trying to communicate?"

"And why not just come out and say it?"

"Well, it's not quite that simple. She doesn't think the way you and I do. It would be like a tree trying to talk to a dog. A... very powerful tree with the ability to destroy the dog and the rest of the forest and everything else it's ever seen if it's not careful. You know, come to think of it, it's probably a very good thing that the Tardis doesn't feel emotions the same way we do. Not normally, anyways."

That made no sense to her, especially since she was still waking up, and the way he said it almost led her to believe that it didn't entirely make sense to him either.

"What concerns me," he continued, "is that you said this isn't the first time."

"Well, it's the first time it's been like _that_."

"But not the first time you've had dreams that you could feel?"

"No."

"And what do you normally dream about?"

She hesitated, and swallowed hard. "Well... About... you, mostly."

"Anything else?"

She breathed an internal sigh of relief at how quickly he'd moved on from that confession. "I don't know. I can't remember."

"You'll let me know if you have any more?"

"Yeah, sure."

"Right then!" In a flash, he was on his feet, turning the monitor to study it with a broad smile. "Where to next?"

***X*X*X***

"Wow." Rose turned full circle as she stepped out of the Tardis and looked around her. "Wherever we are, they sure seem to like the color blue."

They were at the edge of what appeared to be a settlement of some kind, primitive looking but teeming with life. And completely blue, in varying shades. The walls, the canopies and curtains, the clothes of the people and even their skin was blue. No, "skin" wasn't the right word. They only had "skin" when they were stationary. As they moved, they were like ghosts who had lost their form.

"Ah, love that!" the Doctor exclaimed with a brilliant smile, joining her outside. "New planet, never been. Hope they're friendly, what do you think?"

She laughed at the gleeful look on his face. It was always bound to be an adventure when they spun the wheel and landed wherever the Tardis took them. Breathing in all of the new scents she'd never smelled and smiling at the way they all mixed together, she waited for him to close the door behind them before taking the first few steps towards the arching structures of blue mud and rock.

"It looks old," she observed as they came closer to the buildings.

"Maybe." As they came closer, he reached out and touched the thick pillar beside the road leading into the settlement. It crumbled under his touch, and he rubbed the blue dust between his fingers. "Maybe not."

"Why do you say that?"

"Because there's a breeze and look, up there." He pointed above them. "Clouds. Clouds mean rain, rain means erosion and so does wind. And this mud they build with is very soft. It wouldn't last more than a few decades at the most."

He touched his fingers gingerly to his tongue. Bitter. Mostly terulium, which explained the blue grass and lack of trees. That grass was just about the only thing that could grow in this soil.

"Doctor, look."

He slipped his hand into his pocket as he meandered to the opposite pillar. "There's something written here. But it's too worn down; I can't make it out."

He studied it for a moment, but she was right. It was far too eroded to read. Tracing it with his fingers might have helped him to at least identify the language, but the grooves only crumbled when he touched them and he pulled his hand back. Sure that he'd get nothing more out of the pillars, he turned his attention toward the buildings.

"Come on."

The indigenous life, when they stood still, looked humanoid although he couldn't make out anything that resembled a face. They were blurry, as if out of focus. Watching them move, he understood why. They weren't concrete beings at all. They were energy forms.

In spite of the fact that they had no recognizable features, he knew the instant they were looking at him. He could feel it. Fear in disproportionate amounts. And when a smile didn't work to alleviate it, he stopped. They were all staring, all backing away. Suddenly, it was as if the entire world had fallen silent and was watching him and Rose in panicked fear. He raised his hands, the universal sign - at least for creatures with hands that could hold threatening things - for surrender.

"It's alright," he said softly. "We're friends. Don't be afraid."

Silence answered him, but a few of the figures stopped in their retreat. Smaller ones. Children?

"I'm the Doctor. This is Rose."

"Hello." She waved, rocking slightly as she stood still beside him.

"Do you have names?" He looked around, trying to find the one least afraid to talk to. "Can you talk? I'm not... entirely sure where we are. Perhaps someone can tell me?"

It was a figure about half his size that he finally fixed his gaze on. He took one slow step forward and crouched down to his - her? - height to get a better look. The blurred features were not static. As the figure stood completely still, the blur itself seemed to swirl and flicker and move.

"You are beautiful," he murmured, studying it carefully. "Look at you. You're like a... tangible energy field. Photo-phasic energy, maybe? How are you holding that form?"

No answer. He hadn't really been expecting one, though he was hoping. Very slowly, he extended a hand, palm up, unthreatening. "Come closer? I won't hurt you, I promise."

Suddenly, he was dizzy. It took him a moment to figure out why. The sudden chaos of noise in his head was disorienting - like a thousand people screaming at once, from all directions. The figure moved away as he jumped back up to his feet and moved away, stumbling to try and regain his balance.

"You okay?"

Rose held his arm, steadying him as he shook off the confusion. As quickly as it had come, the chaos was gone. And so were all traces of the figures that had been all around them only seconds before.

Suddenly, he felt it. He couldn't put his finger on just what the feeling was or where it had come from, but something felt very wrong. It was instinct, way down in that part of him that only seemed to wake up when he was in a time and place he never should've stepped into. And it also made sense. These people, whoever they were, were afraid. And fear was a very powerful emotion. It could turn the most peaceful creature into a deadly one.

"Rose?"

"Yes?"

"I think we should go."

She looked at him questioningly. She hadn't felt it, but she didn't argue. Instead, she nodded, trying to hide the look of concern that nevertheless crossed her face.

"Okay."

He was hoping for a smooth, slow, unhindered retreat back to the Tardis. But the instant he caught the scent in the air, he knew it wouldn't be. The faint smell of nitrogen, dust, and pure synchophasic neutron energy. It was carried on the swirling breeze, and it was coming from every direction.

"Actually..."

He could see them before he could hear them. No reason he should've been able to hear them anyways. They made no sound when they moved. But the whispers, from all sides, came seconds later.

"Run!"

They only made it a few steps before the quick flash of blue light warned him that the path was blocked. Hands out, he traced the invisible barrier with one and reached for Rose with the other. "Don't let go," he ordered, squeezing her fingers tight.

"Why?"

"Because I've got a pretty good feeling this is a teleport."

The look in her eyes was the same as it always was in moments like this. Somehow, that was comforting. Fear, yes. Enough to make the adrenaline kick in, not enough to panic. She was calm in spite of it - clearheaded. And she did what he said. Always did what he said, in times like this. She held on tight, and didn't let go.


	9. Chapter Eight - A Reason to Fear

**CHAPTER EIGHT  
A Reason to Fear**

The Doctor was no stranger to teleportation devices. All methods, all forms, all frequencies. He was calm as he was deposited with Rose in the center of a smooth, pale blue floor. Stumbling to catch his balance, he kept hold of Rose's hand as he held his head. The effect of being beamed from one position to another was, as always, a bit dizzying. It affected his vision, and took a moment to subside. Finally, he could bring his surroundings into clear view.

Shadows. Darkness. They were standing in a circle of light that seemed to come from nowhere. A few meters ahead, a row of five chairs sat on a raised platform, occupied by figures he could not see in the dark. But he could feel them there. He could feel them all around the perimeter of the room.

"Who are you?"

The voice startled him not because it was unexpected, but because he couldn't pinpoint which of them it was coming from. In fact, it may not have been coming from any of them. At least, not with their mouths. Sure enough, he could feel them inside of his head, poking around, only a few seconds later. Whoever they were, they were extraordinarily sophisticated telepaths.

"I'm the Doctor." Standing up straight, he clamped down every mental defense he had in his reserves. "Who are you?"

"Doctor." A long moment of silence, whispering he couldn't make out. Then, finally, the voice returned. "_The _Doctor? From Earth?"

Immediately wary of that question, he stood a little straighter and guided Rose just a fraction of a step behind him.

"No," he answered steadily. "From Gallifrey."

"You come in peace?"

"Yes, I do. But it's very difficult to answer questions coming from thin air. Can't I at least know who I'm speaking with?"

"You will answer the question."

"What question?"

"The other. Is she also from Gallifrey?"

"No. She's from Earth."

No answer came. But the sudden cry of pain from behind him made him almost forget that he was awaiting one. "Rose!"

Adrenaline kicked in instantly as he saw her drop to her knees, writhing in pain with her hands over her ears. His hand on her shoulder did nothing to comfort her. "My head!"

Telepathic beings. Telepathic and _hostile _beings. No telling just what they were trying to accomplish. A show of power? Pure, unbridled anger? Either way, they'd just shortened his fuse considerably.

"Stop it!" He was on his feet again, spinning to face the shadowed figures seated on the platform above. "Get out of her head!"

"She is from Earth. She does not come in peace."

On her hands and knees now, Rose was gritting her teeth hard, trying not to cry out.

"She's with me!"

"She is from Earth."

"You have no reason to harm her; she hasn't done anything to you!"

"She is from Earth."

"And she is _leaving_. Right here, right now, with me, never to return if that's what you want just get out of her head!"

"You have said that before. And yet, here you are."

He grit his teeth. He didn't know who he was talking to, or what they were on about. And with the sound of Rose's pain ringing in his ears, he only knew one thing in this moment. Drawing on all the anger of a thousand years, he took another slow step forward, cold eyes fixed on his target.

"You listen to me. Whatever you're doing to her, her brain cannot handle it. And if you damage that brain, if you alter her in any way, then you will be the next to find out that I am a far worse enemy to have than anything you've ever encountered from Earth."

Jaw set, eyes deadlocked on his target - the shadow he guessed was in charge by the fact that it was seated in the center chair - he stood his ground and waited. It took a moment. A long, tense moment of uncertainty and fury. Then she gasped, her muted cries stopped, and he heard her panting behind him.

He stayed still a moment longer, just enough to make it clear that this conversation was not over, then took a step back and knelt down beside her. Finally, he took his eyes off of his enemy, although his awareness of them never subsided.

"Rose, are you alright?"

"Doctor..." She held his arm for balance as she tried to sit up. "What happened? My head. I..."

She didn't finish. Her grip on him loosened and she swooned before she fell to the side. His hand caught her head on the way down, laying it carefully on the floor. She was alive, just unconscious.

Slowly, he stood again and stepped forward, between her and the figures on the platform. "So you know who I am," he addressed them loudly, his voice stone cold. "And you know who she is. I'm asking you again. Who the hell are you?"

"We are the Sensorites."

The Doctor blinked, momentarily caught off guard. That wasn't what he'd expected to hear. "Sensorites?"

He could place them instantly. Their home planet, the Sense Sphere, was the sister planet to the Ood Sphere. He'd visited both planets before, and left them both on good terms. But it had been centuries - centuries in his _own _timeline, let alone theirs - since he'd seen the Sensorites. And when he had, they certainly hadn't been capable of the kind of travel they would have needed to come here.

"But we're miles away from the Sense Sphere. Opposite end of the universe, in fact. Why the hell did you come all the way out here?"

"Our planet was destroyed."

The Doctor frowned. Another thing he wasn't expecting. Another thing he didn't like. "What do you mean destroyed? What year is this?"

"A futile question. The answer would mean nothing to you."

"Try me."

"It is the year 479B of the New Sphere."

"New Sphere," he repeated slowly. Sure enough, the numbers meant nothing to him, though he could take a guess given the Sensorites' base four numbering system.

"It is our own measure of time."

"Of course it is." He put his hands in his pockets and took a step forward. "So your planet was destroyed and you came here to start over. But why come so far? You're practically off the radar here, in the middle of nowhere. And I gotta say, for _me _to have never heard of your calendar, you really _have _kept yourselves isolated."

"It was a planet of no value, where we could live in peace."

Slowly, he was fitting the pieces together. At least, he could narrow down the destruction of the Sensorites' home planet. It had been perfectly fine, situated beautifully in the sky, the last time he'd visited the Ood Sphere. Of course, come to think of it, he wasn't really sure when that had been. Sometime in the 30th century, maybe. He really needed to start paying more attention to the time and date when he landed. But that took so much of the fun out of it...

"You said your planet was destroyed," he said, refocusing his attention on the matter at hand. "By what?"

"You ask as if you do not know."

"I ask because I want to know."

"It is confirmed," another voice came from the shadows, somewhere off to his right. "He is _the _Doctor. From Earth."

"You have lied."

He could feel the threat closing in although he couldn't see it, and he took a step back. "No no no no, wait wait wait! Do a bio scan! Two hearts." They paused, and he waited tensely. "Not human, I promise."

There was a long moment of anxious, still silence before they spoke again. "It is confirmed. He is not human."

"But he is the Doctor."

"How can that be?"

He watched them closely, running through old, forgotten memories from long ago. It was in his first incarnation that he'd met the Sensorites. Had they thought him human? Even if they had, they should have gotten a hint from the fact that he looked nothing like he had then.

"Right, so, back to the question, then." He stood up straighter. "What happened to your planet?"

Finally the shadowed figure rose and stepped forward, into the light. The Doctor waited, not flinching, as he stopped. They were not the same as the beings in the village. Instead, they were distant genetic relatives of the Ood, just the way he remembered. The only difference was, they were almost translucent in the bright light.

"It was destroyed, Doctor."

"By what?" he asked, wary of the anger in the tone.

"By your people."

***X*X*X***

Rose awoke slowly, confused. Her eyes were open, but for a moment, she couldn't see. Everything was dim, out of focus. And there was a blinding pain behind her eyes. Where was she?

"It's okay, Rose."

The Doctor's familiar voice was comforting. It allowed her to relax, to close her eyes again and take a few slow, deep breaths. "Ow, my head."

"You'll probably be a little disoriented, but you're safe."

"Where am I?"

"We're in the Tardis."

"Oh, my head hurts."

His hand on her forehead felt unusually warm. Comforting. She didn't even care that he never answered. "Sleep, Rose. That's it..."

When she opened her eyes again, she wasn't sure just how long it had been. She was alone, and this time, the room was familiar. Her own room, in the Tardis, tucked safely into bed. Slowly, she sat up and looked around at the softly glowing walls. That instinctive urge to look for a clock - a habit never broken - came and went, and she carefully swung her legs over the side of the bed. The room lit up as she walked, a little dizzy, to the door, through the hallway, and towards the control room. The Doctor was there, and he gave her a big smile the instant he saw her.

"Hello." He set down his screwdriver and the gadget he was using it on - God only knew what it was or what it was for - on the console and took a step toward her. "How are you feeling?"

She moaned and rubbed her eyes with the end of one sleeve. "Getting a little tired of headaches, to be honest."

"Well, that's fair enough."

She tried to walk in a straight line, trudging up the steps onto the raised platform. With little grace - and little care - she flopped down onto the bench seat across from him.

"I feel like I've been run over. Like fireworks have exploded in my head."

"Seems to be a lot going on in your head lately," he offered sympathetically.

"Yeah." She snorted a quick laugh. "Got any ideas on that?"

His smile faded as he leaned back on the console, arms loosely crossed as he studied her. "A few." He paused only briefly. "I think the next place we're going will be someplace guaranteed to be safe and quiet. A break from the headaches. Sound good?"

She looked up, rubbing her eyes again. His tone was odd - somewhere between a question and a command. And the way he was looking at her...

"What's with the face?"

"What face?" he asked innocently.

His tone made her smile. Did he really think he was fooling her? "That face! All... guarded. How did I get here, anyways? What happened?"

He studied her for a moment, then turned away, swiveling the monitor so he could study it, could plan their course. It wasn't cold. If he'd wanted to tell her to go away, he would've turned his back to her completely. He at least would have answered her. Instead, he was busying himself with other things instead of explaining just how they had gotten off of that hostile planet while she'd been sleeping off another telepathically induced hangover.

"I'm thinking a beach. Uninhabited planet. What does that leave?" He paused a moment. "It has to have breathable air. Well, if I extend the oxygen barrier out from the Tardis, we can go just about anywhere as long as the ground isn't toxic. Or acidic. That would be bad. Just can't wander too far. What do you think? Little bit of exploring? Sleep on the beach tonight?"

"Those blue things," Rose prodded, determined not to be shut out. "Who were they? What did they want?"

He stared at her for a moment, and finally gave up on the "everything is fine" face, standing up straight again with a deep sigh. "They just wanted to be left in peace."

"So why wouldn't they just let us go?"

"They did let us go. All I had to do was promise never to come back."

"Really?" She stared at him, confused.

"They were more afraid of us than we were of them. Well, more afraid of _you_."

That look on his face was getting easier to recognize. It was guarded, to be sure, but it was more than that, too. It was the same look she'd seen on him that very first night after he'd regenerated, when Harriet Jones blew an entire colony of Sycorax out of the sky. Tightly controlled anger. Not hidden, but bridled. Not at her, but at something. Someone.

Rose stopped chasing his field of vision now. She watched him instead, and her awareness of her headache faded to the back of her mind. "Doctor..." She sat forward, worry tightening in her throat. "Doctor, seriously; what's going on?"

"I met them once," he said coldly, looking away. "A long time ago. They assumed I was human - then and now - because the humans were one of the few off-world races they'd met at the time. Funny how when you keep to yourself, you never seem to make friends and yet always seem to attract enemies."

He was flipping switches with a little more gusto than strictly necessary, firing up the engines of the Tardis. "And they attracted the humans. Humans who wanted to invade their planet and mine it to death. And eventually, they succeeded. They stripped it bare and left the inhabitants to die on a poisoned, polluted planet. You know how many survived?" It was a rhetorical question and he didn't wait for an answer. "Seven. From a planet of millions, _seven _survived. They stole a ship from the humans and they ran as far as they could run just about, oh, fifteen years ago."

Rose's jaw slackened. She couldn't figure out what she wanted explained first. "But... I don't understand. What does that have to do with us?"

"I met them. Centuries ago, for me, and who knows how long for them. Their planet had just been discovered by humans. I was the one who told him that it was safe to let them go. That they could be trusted to return to Earth and leave them in peace. The innocent humans who meant them no harm."

His whole arm swung as he hit the last lever and the Tardis jerked. She held on reflexively, but the movement stabilized quickly.

"One of these days, I'm going to learn to _stop _saying things like that." He stopped, straightened, closed his eyes, and took a deep breath, catching his own tone and reining in his anger. A few slow breaths, and he finally spoke, low and even, eyes still closed. "I'm sorry. It's not your fault."

Rose took a moment to steady herself. She couldn't recall another time when she'd seen him like this. It made her heart constrict. "It's not your fault, either."

He sighed deeply, and leaned forward on his arms, hunched over the console. For a long moment, he didn't answer. When he finally continued, it was low and void of anger. Instead, there was only sadness. And it, too, was controlled. "Of the seven that left, two of them didn't survive the journey. The other five settled here, peacefully, with the indigenous people of this planet. They might have been able to keep their species alive if the humans hadn't chemically castrated them with the pollution and poison on their home world. They're the last of their kind. And they came here to teach fear to a naive race of childlike, innocent creatures with no concept of evil. To teach them to be very, very afraid. So that they might survive."

Rose crossed the last few steps between them and touched the Doctor's hand. "I'm sorry."

He stepped back from the console and raised his other hand, rubbing the bridge of his nose. He took a few seconds to cope, to stand there saying nothing. Then, finally, he looked at her. A moment later, he turned to her and pulled her into a tight embrace.

Suddenly, there were no more words. And luckily, there didn't need to be.


	10. Chapter Nine - Energy Signatures

**CHAPTER NINE  
Energy Signatures**

Lying on the self-warming sand of a darkened beach and staring up at the stars of the Questrine Galaxy was not an unenjoyable way to spend the evening. The Doctor needed a break - a step back from guilt and worry and headaches and stress. This was a perfect setting for a stress free night. Beautiful, peaceful, uninhabited.

He'd never been to this planet before, and he was still getting oriented to the sky from this new perspective when Rose spoke from where she was lying beside him.

"Where's Earth?"

"Oh, you can't see it from here. Can't even see your galaxy from here. You're a long ways from home. Three-point-two billion light years, actually."

She was quiet for a moment. "I can't even think of how far that is."

"Thirty trillion, trillion kilometers, roughly. Humans don't come this far until..." He paused as he considered it. "I don't know, actually. I don't think I've ever seen humans this far from home, come to think of it. Good thing this planet's not inhabited. They might want to put you in a museum."

"And you. You look like me."

"That's true," he mused thoughtfully. "Or they might just think you're a Time Lord."

She was quiet. Finally, she turned onto her stomach, pulling her arms under her as she buried her fingers in the heated sand. "I've been thinking a lot about what happened the other night. What you said about the Tardis."

"What about it?"

"You say she doesn't feel emotions. Does she feel other things?"

"What other things?

"Anything?"

"I think she can. Though not with the same kind of nerves and synapses. Or language to put any of that into."

"How does she feel, then?"

"Energy signatures." He rolled onto his stomach and let a handful of sand sift through his fingers as he spoke. "When you feel, it's endorphins and neurological and chemical reactions inside of your body. She doesn't have all of that, but she does have energy reactions, pulses. And specific things that cause them."

"What sort of things?"

"Probably the same things that cause you to feel."

"Probably?"

He studied her for a long moment. There was curiosity and wonder in her eyes that made him smile every time he saw it. She was so young, innocent and good. Unscathed by war and blood and loss and pain. Everything was new, every day was an adventure to her and she lived every moment as if it was her last, with no thought to the reality that it really could be. Childlike.

"You really want to know?" he teased, smiling as he waited for her to rise to the bait.

"Of course!"

Slowly, he turned more toward her and reached out, fingers against the side of her face. Still full of innocent curiosity, she responded to his touch, turning towards him and following as he drew her closer. Sliding his hand back into her hair, he held her still as he drew closer until their lips barely touched.

"Do you feel it?"

She'd forgotten to breathe. He could feel the tension and anticipation radiating from her.

"Your blood races, heart pounds... Your mind lights up like a Christmas tree, sensory overload. You're aware of everything, alert, active and energized. Just waiting..."

She let out a slow, shaky breath and immediately drew it back in as he slowly pressed in, not quite kissing, just touching, just teasing.

"Can you feel that?" he whispered, lips brushing her. "Can you feel her?"

She was nearly trembling. He could feel the tension and scatterbrained excitement. "Right now, um... Right now, all I feel is you."

He hesitated a moment, then slowly pressed in closer, his mouth firmly against hers, kissing her soundly. His own thoughts scattered as he let himself taste her, lips and teeth pulling gently, coaxing her response. As he slowly withdrew, he smiled at the feeling.

"Doctor?"

"Hmm?"

He opened his eyes to look at her, flushed and nearly trembling with the sensory overload. "My whole body is tingling."

"Like it's gone to sleep, and the circulation's just returning," he said softly. "All of the pinpricks with none of the discomfort."

"Yes," she gasped, breathless.

"That's the Tardis."

She took a slow, shaky breath. "And all that from just a kiss."

"Mmm... not quite."

"What do you mean?"

He leaned close again, letting her feel his closeness, hearing her breath catch again. "It's not the kiss. It's the energy. It's the reaction - what makes your heart beat faster, your thoughts scatter."

He let their mouths touch once more - a closing kiss - and gently pulled away. Lying on his side next to her, he stroked her hair gently as he waited for that energy to fade. Finally, she opened her eyes and looked at him.

He smiled. "You okay?"

"I think so." She took a deep breath. "That's like a drug. All you can do is feel."

"That's the nearest our bodies can come to how she feels things."

"That's incredible."

"Yeah."

His smile grew as he watched her slowly relax again, resting her head on her arm and staring blankly past him. He gave her a few moments to pull her thoughts together before he reached out to brush her hair back from her eyes.

"So if all she has is feeling," Rose said quietly, "is that why... I mean..." She lowered her eyes. "With the fire."

"I don't know," he admitted. "She's never done anything like that before."

"But it _was _her."

"Probably."

"And the dreams?"

"Mmm, she's good at dreams. The timelessness, I think, makes it easier for her to manage. People don't expect their dreams to make sense. Perfect environment for a message that can't tell the difference between past, present and future."

Rose nodded slowly, watching him with curiosity. "What about you? How does she talk to you?"

"Oh...it changes. Dreams, visions, voices, feelings, images. Mostly images, since they don't have a language or a tense. A rock's a rock, tree's a tree. She doesn't see it quite like that, but it's easy enough to work out."

Rose was still studying him with that curious, almost skeptical look. "Do you think she can read your mind? Like... not just talk but actually pull things out?"

His brow furrowed a little. "What do you mean, 'pull things out'?"

She shrugged. "You know. Read your mind. Know what you're thinking."

"Oh, absolutely. That's how the password works, and how the passages know to change."

Rose stared blankly. "What? What passwords? And what do you mean change?"

He raised an eyebrow. Hadn't she figured this one out yet? "She changes her inner dimensions. She does that, not me. Usually she leaves the rooms we use where they are, but if we particularly need something, she can make it closer."

This time, Rose's eyes got really wide. "You're serious?"

"Well, as long as she knows where she put it the last time."

Still gaping, Rose just blinked at him, dumbfounded. He laughed. "Rose, it's a big blue box with hundreds of rooms inside. If you can accept that, why's it so hard to imagine that the rooms move?"

"I don't know," she finally managed. "I guess you just sort of... get used to it. The whole 'bigger on the inside' thing. But moving rooms?"

"She can, yeah."

"So why did it take you so long to get to me when I was locked in that other control room?"

"Because she didn't know where that room was. And neither did I."

"What do you mean she didn't know where it was? She took me there."

"Yeah, that's the funny thing. Because it wasn't on her schematics anymore. In her database."

"Schematics?"

"I haven't even been down half those halls; some have been there longer than I have. I have no _idea _just how many rooms she has back there." The smile began to melt off his face, and he added a hint of warning to his tone. It was easy when the sound of her panicked scream was still readily available for recall. "You shouldn't be wandering around those hallways either. You could get lost so easily - and not just in space. I don't want you getting stuck on the other side of a time wall where if you call for me, I won't even be able to hear you until ten years later."

She was beyond the point of questioning him on Time Lord science. She simply nodded, mutely. Then she looked away, back down at the sand. "Trust me, I'm not going back down there."

She hesitated for a moment, then looked up suddenly with a more determined, fixed gaze. "Has she ever made you... hallucinate?"

"No."

"Could she?"

"Probably. Actually, yes. Definitely. But no. Why?"

"When I was in that room..."

She trailed off. As the silence lingered, the Doctor sat up and watched her closely. "The flames?" he asked quietly.

She sat up slowly beside him, folding her hands in her lap, head down. Finally, she looked up with fear in her eyes. It made something inside of him, some natural, protective instinct, shift into overdrive.

"When I was in there, those flames were everywhere. I could feel - literally feel - my skin burning. It wasn't just a vision, wasn't just a dream. It hurt. A lot. And more than that, it felt like... like dying. The way that they say your life flashes before your eyes, it did that. And I had this thought. This strange, strange thought."

"What thought?"

Her brow furrowed as she tried to remember. "Something about how I was never going to know."

"Never going to know what?"

"If I was right. But I can't remember what about. There were so many different thoughts - like different voices in my head. Like I was at _least _three or maybe four people all at the very same time. I don't know how to describe it. But one of those people... I _died_."

She was hurting. He hated seeing it. He didn't want to make her think about this. But he had to know.

"Would she do that?" Rose asked quietly, voice wavering. "Would she make me feel that? Dying... Burning..."

"I'm fairly sure she did. But I don't know why."

"That was the most painful and terrifying thing I've ever experienced in my life. I'm afraid to go to sleep because I keep thinking... it's usually when I'm just waking up that things happen. That I think and feel things. I mean, it's not the only time. I have it right now, but -"

"Right now," he interrupted. "You're feeling something you think is not from you _right _now?"

She stared at him for a moment, then nodded. "Yes."

He waited expectantly, but when she didn't continue, he finally prodded. "And what is it?"

She tried a few times before she managed to speak. "It's like... It's like that feeling I had when you sent me back to Earth in the Tardis. The other you, I mean, When you were with the Daleks. This... loneliness and helplessness. Like you're not here and you're never coming back. And you are here, I know you are. I know this is real, you're real. But I feel like... like you might just be a dream. Like I'm going to wake up in my own bed, back home, 2006, and you'll have never even existed."

"How long have you felt that?"

"Twenty, maybe thirty minutes."

"And it came suddenly?"

"Yes."

"That sounds like her, but why?" He sat back and turned to look at the Tardis. "And why's she talking to _you _and not me?"

"It's like that thing you said before the games," Rose said suddenly. "About the storm."

He knew what she was referring to instantly. The fear of loss and pain and the knowledge that it was inevitable and all of the feelings brought to life by that fact.

"What about it?"

"That feeling. Everything it makes you feel."

He eyed her warily. "How do you know what that makes me feel?"

"I don't know, but I do. And that's what's inside of my head. But I don't know why." She looked up, pleadingly. "Can she make me feel that? Because you're feeling it, maybe?"

"But I'm not feeling it."

"What if you are and you don't even notice it anymore?"

He wasn't sure how to answer that. He wasn't sure what she was getting at. And he wasn't sure why, if that could be the case, it was suddenly becoming a matter of importance now. In any case, he sincerely hoped that her theory was wrong. If she was somehow empathizing with him beyond the normal human capacity, she was feeling things that no human being was ever intended to experience. He wasn't sure that any being in the universe was intended to experience those emotions.

"I'm so tired," she said quietly. "But I'm afraid. I'm afraid to sleep."

"Would you sleep better in your own bed?"

She looked up, holding his gaze for a long moment.

"Earth, 2006? See your mum, dinner with Mickey, good night's sleep?"

She smiled tightly. "She can still translate for me when I'm not inside. Why wouldn't she be able to talk?"

"I could take her away for a bit."

"No!"

He laughed at her enthusiastic response. "Just for the night," he assured her. "I'd be back in the morning."

Jaw set, she shook her head with such determination, it made him smile.

"You don't really think I wouldn't come back," he teased.

"I know that we don't always end up in the right _year _when we go somewhere."

"Oh, alright. Fair enough."

He smiled. She relaxed. Her eyes closed as she sighed and suddenly, he could see just how tired she was. He glanced back at the Tardis, then at her, and finally leaned forward to put an arm around her shoulders. "Come on."

Startled, she tensed as he leaned back, pulling her down beside him. But she didn't resist. As he settled, one arm under his head and the other around her, he pulled her closer, guiding her until her head was resting on his shoulder.

"Get some rest," he said softly, watching her settle before looking back up at the sky. "We're safe here. And I'll wake you if you're having a bad dream."

"Promise?"

He smiled, and squeezed her shoulders in a sideways hug. "I promise."

Silent, she settled against him, head on his chest, breathing slow and shallow. He listened to the sound of it as he felt her relax, draping an arm around his waist. He didn't speak again. Quietly mapping the stars, he felt her weight settle on him, and knew she'd drifted off to sleep.


	11. Chapter Ten - Conversations in Silence

**CHAPTER TEN**

**Conversations in Silence**

Rose was sleeping peacefully. The Doctor had gone through just about all of the memory and memorization exercises he knew to map this perspective of the stars. It wasn't a bad way to spend the night; it kept him busy and kept his mind sharp. But he had other things to think about.

He moved carefully, out from under her, making sure she settled comfortably and remained asleep before he rose to his feet and headed for the Tardis. The door was open and he stepped inside slowly, looking all around, waiting. He wasn't sure what he was waiting for. Something. Anything. Why wasn't she talking?

Rose had had the Tardis matrix in her head - however briefly. The heart of the Tardis, contained in a human body, in sync with a human mind. It was a wonder that it hadn't killed her on the spot. It was possible that the experience might have somehow fused her mind to the Tardis, not unlike his although surely not to the same extent. But that answered the how, not the why.

It didn't make any sense. In the end, she was still only human. The Tardis already had a link, and he was sure there was no confusion about the roles here. Rose was still human. She would be gone after only so many years. He and the Tardis would go on for hundreds more. Shutting him out to talk to her instead as a simple matter of preference didn't even make sense. It was something else. Something much more logical. But he couldn't imagine what.

"Why?" he asked softly, walking towards the console. "Why are you doing this?"

That fearful, pained look in her eyes was still fresh in his memory. He focused on it for a moment, considered it, turned it over and over in his mind.

"I know you don't want to hurt her. But you _are_ hurting her."

He ran his hand slowly over the curves of the Tardis' structure. It warmed under his touch, immediately responsive. Affectionate, even.

"And you would know that," he mused, watching his hand as he gently stroked her. "You would feel it. You would feel her fear and it wouldn't feel good so why would you do something masochistic? What is it you're trying to say that's worth feeling so much negative energy? And why say it to her and not me?"

Complete silence answered him. Silence in the room and in his head. Slowly, he stepped forward, toward the console. She was powered down. Comfortable, if he had to put it into concrete terms. He could feel it when he touched her controls. She was calm. Calm and silent.

"You won't talk to me. Won't tell me anything even though you know I'd be able to decipher it better than she can. Just because she can hear you doesn't mean she can understand. And you know that. If it's something that she needs to know, do you think I wouldn't tell her? What does she need to know that I can't tell her?"

The flash of envy was startling, and relieving. The Tardis was responding.

"What do you mean jealous?" He almost laughed. "I'm not jealous! I'm..." He stopped, calling up the image of her fear, the look in her eyes. As he did, he could feel his own anger spark. "Did you feel that? Did you feel that look in her eyes? Did you hear her _screaming_ for me? You lit up all the pain centers in her brain; don't you realize you could've killed her? She's only human; you can't shock her system that way!"

The memory that answered was vivid and blinding in its intensity. The tingling in his hands, moving up from the soles of his feet, the fear he couldn't suppress even though he knew it wasn't really, truly the end. The look in her eyes as he thanked her one last time for the memories. That excruciating pain, like his entire body was on fire - flesh and bone and the very core of his being.

"But she's _human_," he said again. "She doesn't regenerate. She shouldn't have to know what dying feels like and live through it. And yes, you really could have killed her. And she _wouldn't _have come back as someone else but you..." His anger faded as he realized the obvious. "You wouldn't have necessarily known that, would you? You know she's human, but you don't think about things like that. You don't have any concept of death except what you see and feel through me and even that... Just electrical impulses."

The images faded from his mind, into silence. He frowned as his thoughts wandered onto the next topic. Withdrawing from the console, he moved to the bench and sat down, pulling his legs up and crossing them under him.

"But then you took us to that place, the New Sphere, with the Sensorites." His tone was bordering on accusatory, and he didn't try to curb it. "All the places in the universe, in all of time, you could've landed us anywhere, and you chose to take us there. Why? You knew I wouldn't want to know about that. And it wasn't as if I could do anything to help them. You took us there just so that I could see what I'd done. One more race, species, planet I'm ultimately responsible for destroying."

The flash of memory came suddenly and strong. Rose standing beside him. Her voice, "It's not your fault," and her hand over his. He felt a wash of relief. The Tardis was listening. And responding, even if she wasn't really giving him the answers he was hoping for.

"That's not the point," he continued quietly. "The point is that you took me there. You took me to a place I wouldn't have wanted to go to show me something I didn't want to see, and there was no reason for it, nothing I could do. That feels cruel."

Silence. He let it linger for a moment before tipping his head back, his gaze tracing her curves all the way to the domed ceiling as he sighed.

"But you're not cruel. You've never been cruel. You're not even _capable _of being cruel. That's far too complex, too... emotional. You're capable of a lot of things, but allowing your emotions to overrule your rationality has never been one of them. And besides that, it's pointless! More depressed, negative energy signatures; I know you don't like those. So why?"

He waited. He wanted an answer to this. He needed an answer. This wasn't normal; it wasn't like the Tardis to try so hard to communicate something, let alone to someone other than him. So he waited. He waited for an explanation, an impression, anything. He knew his chances of getting one were slim to none. She was far more patient than he was. But he waited, silent, with his mind blank, until the image slowly formed. An image not of his own, because he never would've wanted to picture it.

Rose lying still on the floor of that bright white control room.

"No." His eyes snapped open, and he stared at the cylinder in the center of the console as if he could somehow make eye contact with the Tardis herself. "Why say that?"

He stood, taking a few steps toward the console. "That doesn't even make sense. Even if it were true, if she was going to die, you couldn't tell me. You don't show me my own future; I know you don't. You can't! So why show me that?"

He paused in the silence that followed as a thought - his own - struck him.

"Are _you_ jealous? No." He dismissed it just as quickly but continued, pacing as he brainstormed out loud. "Not with Rose. We've been through that, haven't we? And if you didn't like her - if you didn't _really _like her - you would've let her die when she absorbed you.

"So why are you having so much trouble communicating all of a sudden? You have all the images and thoughts of nine hundred years, well, longer really; you've got the experiences of anyone you met _before _me, too. Which means you've got infinite knowledge of... what? Well, everything. Space, time, science, religion, culture, creature language, computer language, any language, well... Almost any language. I do manage to find one every so often and emotional languages escape you, well... not entirely but the inherent concept behind nonverbal communication is... oh, never mind, not important. Think!"

He hit his forehead before he spun on his heel, pacing back and forth as racing thoughts spilled out of his mouth. Somewhere along the way, he'd slipped back into his native language, the way he always did when the thoughts came too quickly.

"All of those ways to communicate and you've used almost every one of them in some form or another, with me, through the years. I understand you, I understand what you're trying to say when you speak to me. So why wouldn't you speak to me? Why would you speak to her and more importantly, why would you speak to her to say something that doesn't even make any sense? Because I know the laws that are built into your existence; I know your limits and I know you wouldn't show me - or her - anything on our own timeline. That means this is something she needs to know but it's not about her dying; it's got nothing to do with her dying. Something she needs to do, needs to feel, needs to be aware of. Something _she_ needs to know and I don't. Something that she's going to go through but I'm not."

He paused, letting that settle, letting his eyes fade out of focus for a moment as he considered the possible implications.

"And it's soon," he realized quietly. "It's very soon. That feeling, before the Games, that was you. You were talking to me, not her. So why switch? When did you start talking to her? Actually, funny thing, when did you _ever _start talking to her? Could've been a long time ago; she wouldn't even have necessarily realized it."

He pushed that unimportant thought aside as he began pacing again, thoughts picking up speed. "You could've been talking to her from the beginning and it doesn't matter. What matters is now. Here, now. It's important now because it's close. Now you have to speak louder. Now you're yelling, _screaming _into her head all the time, telling her things she probably doesn't even realize she knows and she can't tell me because she - Oh! Yes! No..." He stopped, considered, continued more slowly. "Yes... Of course! Why didn't I think of that sooner? I'm so _slow_! Old and slow! Rose!"

He was bounding out the doors of the Tardis, across the few steps to where she was sleeping soundly. Sand flew everywhere as he dropped to his knees next to her. "Rose, wake up."

Startled awake, she blinked a few times and sat up, reaching for him. "What is it? What's wrong?"

"Nothing's wrong. Listen, I've got it. I need to get inside of your head."

Bleary-eyed and half asleep, she tightened her fingers around his arm, squeezing as if to reassuring herself that he was real. "Am I dreaming?" she slurred.

"Not dreaming, very much awake, well..." He gave himself a moment to take a better look at her and reconsidered those words. "Figure of speech. Listen. Whatever the Tardis is trying to say to you, there's pieces missing. Lots of pieces. Now, whatever she's saying, she thinks it's more important that _you _hear it than me. That's why she's speaking to you. You've had the Tardis matrix in your head; you're probably just as receptive to her communication efforts as I am. But the difference is, I know when she's trying to talk to me because I've had years and years - centuries, in fact - of learning to listen and figuring out when it's her thoughts and when it's mine."

"Doctor..."

"No, Rose, just listen. This is important. She doesn't realize the difference! Well, she does, I mean, she knows the difference between you and me. But that experience you had in the room with the burning - she wasn't trying to kill you she was just trying to say something to you the way she would try to say it to me if she was _screaming _it at me because I wasn't listening! That means she's said it before. She's been saying it for a long time in a thousand different ways and I need to know what she's been saying."

"Uh huh?"

"But you didn't notice it. That's why you can't just tell me, because you didn't realize it was anything important. Your brain just filed it away with all the other random thoughts that come and go. But it's still there. It's still in your mind. And I need to see it; I need your _permission_," finally, he paused for a breath, "to see it."

She was staring at him blankly. Finally, she closed her eyes slowly and shook her head, putting a hand on his shoulder. "I could ask you to say all that over again at half the speed, but I'm really just too tired. What do you need me to do and can it please wait 'til morning?"

He smiled. "I don't need you to do anything," he said softly, more slowly. "I just need your permission."

"For what?"

"I need to see inside of your head."

"Can you do that while I'm sleeping?"

"Even better than when you're awake, actually."

She yawned as she lay back down on the sand, tucking her arm underneath her head. "Then be my guest."

He watched her for a moment, and his smile softened. She was asleep again - lightly - as soon as she lay her head back down. She really was exhausted. He was going to have to be careful about what he dragged up when her mind was so open and vulnerable.

He breathed deep and slow, clearing his own mind as he touched the tips of his fingers to her forehead, brushing her hair aside gently. Relaxed. Warm. She was definitely asleep. But the door... As he approached the door to her mind, he stopped abruptly. It wasn't open. That was strange. The door of a sleeping mind should be wide open. That was strange. He studied it carefully. No way to open it. It was locked? Not just that... It was sealed tight.

How to get through a locked door with no visible locking mechanism? But more importantly, _why _was there a door with no locking mechanism sealing off her mind? He was no stranger to these techniques. Even if there _was _a door here, he should've been able to get easily through it. What was protecting her? And from what?

"Rose?"

She was asleep. He knocked on the door.

"Ow!" Bolt upright and holding her head, she cut the connection between them so abruptly, he jumped back. Eyes wide, she was staring at him with a look of startled anger. "What the hell did you do that for!"

"Do what?"

"I..." The anger faded to confusion. Still holding her head, she frowned. "I don't know. What did you do?"

He shook his head slightly, just as confused. "I didn't do anything. Nothing that should've hurt."

"No, it didn't hurt. It just..." She frowned deeply, shaking her head. "I don't know. But whatever it was, I'm wide awake now."

He stared, curious, thinking but not moving. What had that startled her so much? It was like every alarm in her brain triggered at once when he'd knocked.

"Are you okay?"

"Yeah, I think so." She rubbed her eyes, then her chest. "Heart is beating really fast."

"Massive shot of adrenaline."

"Why? What exactly were you _doing _in my head?"

"I wasn't doing anything; I wasn't even there yet."

"Oh." She looked around, then back at him, eyeing him warily. "Are you gonna try again?"

"Will you let me?"

"Yes. But. Can you _warn _me before you do anything that's going to scare the living daylights out of me?"

He nodded. "I promise."

Moving a bit closer, he placed his hands gently on either side of her head. "Try and relax. This won't hurt."

"Mmm hmm."

Again through the emptiness, and again to that door - huge and airtight, like the hull of a massive ship with no external oxygen barrier. He approached it slowly, searching the edges of it, looking for any sign of how to get through. But why was it there? _How _was it here?

"Rose?"

"Yeah?"

"What are you thinking right now?"

"What?"

"Right now, this very moment, the first thing that comes to your mind is...?"

"I wonder how this is going to feel."

The free admission of her thoughts should've flung that door wide open. Instead, it stood sealed between them, keeping him in the dark.

"That is strange."

"What is?"

"Your mind. It's like it's locked."

"What does that mean?"

"Means I can't get in. Are you afraid?"

"Of what?"

"Of anything. Anything at all, right this minute."

"No."

"So why is your mind locked down so tight?"

Slowly, he let his hands fall, severing the link. She looked up at him curiously as they sat still for a moment, eye to eye.

"A great big door like that, you couldn't put that there." He looked over his shoulder. "That's the Tardis."

"What do you mean?"

"She's protecting you. Shielding your mind."

"From what?"

"Anything trying to get in."

"Like you?"

"Not specifically me. Can't be. I'm not a threat to you, she knows that. She doesn't need to protect you from me."

"So... the door gets locked to everyone and that means you too?"

"Yeah."

"So how do I open it?"

That was a very good question. It was the obvious solution; she would have to open it from the inside. But that would require a language of communication that she hadn't ever been taught. Human beings could be telepathic, to a limited extent, but it took years and years to teach them even the basics. If he could open the link and invite her through it, she could come and go back and forth. But as far as her opening it...

"You can't," he concluded. "I'll have to do it. Come on."

He sprang to his feet, offering a hand down to her. She took it and he pulled her up before grabbing his coat off the sand and shaking it out.

"Where are we going?"

"Somewhere safe," he answered as he stepped inside the Tardis and closed the doors behind them. "And somewhere with oxygen."


	12. Chapter Eleven - Safety

**CHAPTER ELEVEN**

**Safety**

Rose's eyes opened slowly and she blinked at the sunlight on her face. The unfamiliar clock on the bedside table read 8:22 and there was silence in the cool, air conditioned room. Where was she? Wherever she was, this had to be the most comfortable bed she'd ever slept in.

Sitting up slowly, she looked around. The room around her was huge, the walls curved and covered by floor length, deep red curtains. Silk curtains, from the look of it. A giant, intricately carved wooden wardrobe stood against the inside wall. At least, she guessed it was the inside wall. It was the only one that was flat, and the one with the French doors. There was a chandelier over the small table in the corner, and a set of oversized leather chairs. The décor in this room, by her own standards, would've cost a year's wages at least from the little shop she'd once slaved away in.

Her shoes were by the bed, but she was otherwise still dressed from the night before. She'd been so tired. As the adrenaline wore off, and she'd tried to stay awake, she'd known she was losing the battle. She hadn't even woken up for the landing. No, wait... maybe she had. She vaguely remembered it. Like a dream.

_"Put your arms around me. There you go."_

He'd carried her. She hadn't noticed or cared where. And since then, she'd slept harder than she remembered sleeping in all her life.

"Doctor?"

She stood slowly, curling her bare toes in the plush carpet. Even the carpet felt expensive. She smiled. Where were they? Rising to her feet, she wandered to the French doors with one last glance back at the gigantic four post bed. Through the doors was a large sitting room, with a kitchen on one side, identical French doors across the way, and a giant balcony through a wall of glass to the right. She stared at it for a long moment before approaching with wide eyed amazement. The balcony had a full size swimming pool built into it.

The blast of hot, dry air that hit her as she stepped outside made her wince. She was definitely going to need a change of clothes. Long sleeves and jeans just wouldn't do in this heat. As she made her way outside and down the marble steps towards the pool, she looked around. Mountains in the distance. She was up very high. Closer to the edge of the balcony, to the glass half-wall that acted as a barrier, the area around the building slowly came into view. She could feel the smile creeping over her face.

"Oh, no way."

"Las Vegas!"

The voice behind her made her jump, even though she'd known he had to be somewhere close by. The Doctor was beaming as he wandered down the steps , rolling up his sleeves carefully to compensate for the heat.

"Founded in 1905 as a railroad town and within a hundred years, one of the most well known tourist and entertainment centers on Earth."

Rose smiled at him. "We're in Las Vegas."

"Yes, we are."

"What year?"

"2352. The year they open the Cry."

"The Cry?"

"The Criterion Hotel Casino." He finished rolling up his sleeves and shoved his hands into his pockets with a grin. "That's the building we're in right now. We're on the top floor, in the penthouse suite, and there are surprisingly few reservations for the next few days. None, in fact, since a tiny little glitch in the computer server rerouted them all to different rooms."

He winked at her and she beamed.

"My headache's gone."

"Glad to hear it."

"Bushy-tailed. That bed is amazing!"

"Ah, well, it better be. This suite, this year, 'bout seventy-five thousand a night."

Rose whistled at the impressive sum. She couldn't even dream of spending that much money on a single night.

"Which isn't bad," the Doctor continued, "except the eligibility requirement is a minimum bet of a hundred thousand and a credit limit of eight million."

She laughed at the silly smirk on his face. "And look at you, grinning as if all that money might actually _mean _something."

His smirk turned to a full smile, but he didn't answer.

"So what now? Little black dress, bowtie and an explosion?"

"Maybe later. Actually..." He turned and leaned on the glass ledge with his back to the lights below. "If you want _classy _Vegas, we'd have to go back a ways. Very narrow window there of about thirty years where bowties and little black dresses ruled the Vegas night."

"Alright, so show me something!"

He raised a brow, still grinning. "Something? Something like what?"

"I dunno. Anything. Take me out on the town, order room service, tell me some grand story..." She sighed and spun away from him, feeling the energy burst from her chest like a bird taking off. She felt like she could sprint laps of the room right now, do cartwheels off the bed. Her body felt so light, so rested and energized and carefree. She hadn't felt like this in...

Suddenly, she slowed. She hadn't felt like this since the Olympics. It hadn't been that long ago. But it felt like it had. It felt like it had been so very long. "It's gone," she finally said, turning back to face him.

He had followed at a much more leisurely pace, back inside to the air conditioning. "What's gone?" he asked, closing the door behind him.

"That feeling. The storm. It's like you flipped the switch; it's just not there."

"It was the Tardis."

She blinked, suddenly looking around and realizing she hadn't seen the Tardis since she woke up. "Where is the Tardis?"

"Oh, she's here," he answered. "Parked. In the other room. Safe."

The answer was too simple, too quick. And his tone had changed. This was his "I'm not lying but I'm not telling you anything" tone. And it was one that made her brow furrow. Why was he brushing her off?

"Okay...good. So what's wrong?"

The smile finally fell as he slid his hands into his pockets and walked slowly toward her. "I had to completely power her down."

"Power down how?"

"It's like putting her to sleep. Deep sleep, like a coma. She's right over there," he nodded to the doors she hadn't explored yet, "but it's just you and me in this suite."

She looked at him for a long moment. Everything he was telling her made him uneasy somehow. But why?

"Is it dangerous?" she asked. "Powering down the Tardis?"

"No. Not really. It's just..." He hesitated, scanning the ceiling the way he did when he couldn't quite think of the right words. "Well, it means we're stuck here for a few hours, at least. And there may be a few glitches to work out once we get her fired back up."

"What sort of glitches?"

"It's like when you restart a computer and all the programs you're used to having open all the time aren't running."

"But we've had that before. When we fell into that parallel universe, we had that."

"Yeah. Same thing."

"So it'll all be okay."

"Oh, yeah." She couldn't tell if that was false confidence or discomfort at some other point she'd failed to grasp. As if answering her silent question, he continued after a moment, "It's just not something I like to do. In fact, this is only the third time I've ever done it. Well, intentionally, at least. Falling through the void doesn't count."

"So that's what it's like in there now? Dark?"

"Yes."

She nodded slowly, putting the pieces together. "And you had to do that, had to power it down, because it wouldn't let you into my head."

"Yes."

"And you still want to get inside my head, don't you?"

"Yes."

She bit her tongue and bounced on her heels, reluctant to dive in the deep end again when she felt so... simply _good_. But he had to do what he had to do. And if it was important enough to him that he was willing to power down the Tardis, how could she not make it a priority? Besides, it was best to take care of business before pleasure. Vegas could wait. This wouldn't take long, right?

She gave a loud sigh, psyching herself up. "Okay. Let's do this. Should I sit down?"

He smiled reassuringly, hands still in his pockets. "If you want. Whatever's comfortable."

She flung herself onto the giant leather sofa and laughed as she was nearly swallowed up. Working her way back out, she perched on the edge of it and smiled up at him. "Okay, bring it on."

He was smiling, but he was still uneasy. She could read it in the way he looked at her, his hesitation and wandering pace he finally came closer and sat down beside her. There, he looked up and held her gaze.

"You remember how I said there was a door?"

"Yeah. The locked one."

"If there's anything you don't want me to see, just put it behind a door like that one. Does that make sense?"

She nodded slowly and took a deep breath. "Yeah."

"Let me know when you're ready."

"Is it always this big a thing?" she asked as she closed her eyes and tried to imagine a door.

"What do you mean?"

"You've done this before, reading people's minds..."

"Not usually people I know so well."

"Why does that make a difference?"

"Because it's distracting."

"Distracting?"

"Shh." His fingers brushed the side of her face lightly. "Are you ready?"

She conjured her front door from home and bundled up a significant portion of her fantasies - those she could remember, at least - and shoved them behind it. What else? Suddenly, she wasn't sure how much she wanted to hide. What if she was hiding bits and pieces of the stuff he was actually looking for? And it wasn't as if he didn't already know what she thought of him. A flash of memory from the alleyway in New New York was shoved quickly behind the door and by pure instinct, she hoped he wasn't inside of her head yet to see it. It was only after that thought had come and gone that she remembered he'd actually been there for that. He already knew what that memory looked like.

"Rose?"

"Okay," she said hesitantly. "Yeah, I'm ready."

She could feel it the moment he stepped into her mind. It was almost a physical sensation, impossible to miss. Random memories from all stages of her life flashed in quick succession, like pages in a book he was fanning through. All ages and stages of her life in random order, so fast, she couldn't really bring any of them into focus. She grabbed onto one she could - Satellite Five and the way she'd felt when he had sent her back. She scrambled - with an audible gasp - to lock her pain behind the door. He didn't pause. The flipping memories stopped on a seemingly random mental picture of a walk down the street when she was five years old, hand in hand with her mum.

"Aww, lookit you!" The Doctor's voice was lighter and she could tell he was smiling.

She chuckled and - she suspected - blushed. It was a little weird to be looking at a memory of herself as a child - like an image on a movie screen - and know he was watching too. But it wasn't unpleasant. In fact, she sort of liked it.

"Mum's taking me for ice cream," she explained. "It was my birthday, so I got free sprinkles."

She giggled at the pleasant memory. Somehow, she could even taste the ice cream, and the sprinkles, on her tongue. The image faded, like the end of a movie, and the rapid-fire flashes began again. Could he really see things that fast? Or were those all the things he wasn't looking at as he tried to find the things he was looking for?

"I'm just scanning right now for the memories that have been recently accessed."

He was answering the question she was sure she hadn't asked out loud. But of course he could hear it. He was in her mind.

"It's sort of like looking for a computer file you know the name of but don't know where you stored it. Except it's a bit more... delicate. I don't want to bring up things you don't want to remember, and I can't tell the difference."

"Oh!" She gasped as she caught a glimpse of another memory. "Cassandra!"

_"And a little bit foxy." She was trying not to let him see her smile._

He chuckled as she tried to shove that memory behind the door. "Oh, relax. I had the real Cassandra in my head, remember?"

_"I can't talk. New new Doctor."_

_ "Mmm, aren't you just?"_

She could feel him smiling again - completely confident and even a bit amused, if she had to put a word to it. He let the image of her grabbing him and kissing him linger, as if to tease her with even more of that awkwardness.

"Besides," he teased, "somehow, I think you must have more embarrassing things to hide than that."

Fooling around with Mickey. She gasped, grabbed it, and threw for the door. Fooling around with the Doctor! She flung that thought as fast and hard as she could towards the door and then followed to barricade the door behind it. She could feel it bulging open, just like when she'd stuffed everything off her floor into her wardrobe as a child.

He was trying not to laugh. She could hear it in his voice as he spoke. "See? Distracting."

"That's not my fault!"

"You just go looking for the most vivid memories and bring them right to the center stage before you throw them behind that door."

"Well, nobody told me how to use the damn thing!"

Something caught his attention. She could hear it as his tone changed, distracted and less teasing. "If it makes you feel any better, I'd find it a lot more unusual if those thoughts _weren't_ so vivid."

The flashes were slowing down, lingering longer and becoming more recognizable. Mannequin monsters. _"Run." _Packing her bag the last time she'd been home... That image lingered a second longer, playing through at blinding speed but long enough to see _everything_ she'd put into her bag. She was so glad she hadn't put anything embarrassing in there.

"Like what?"

"Stop it! That's not fair!"

He smiled again.

_"Barcelona!" _The look on Mickey's face when she'd said goodbye and run for the Tardis. Sycorax. _"Am I being rude again?"_ It was like watching the past two years of her life in no particular order at breakneck speed. When her mum slapped his last regeneration - _"It hurt!"_ - she snickered again.

"What are you looking for?" she asked, laughing as she spoke.

"Not sure yet. But I'll know when I find it."


	13. Chapter Twelve - Displaced Memories

**CHAPTER TWELVE**

**Displaced Memories**

Rose had lost track of just how long it had been. Maybe minutes, maybe days. Lost in a swirl of memories - some of which she didn't even remember happening - she watched in amazement.

"Do you even know what you're trying to find?" she asked.

"Not specifically," the Doctor answered. "I'm just looking for things that don't fit."

"What do you mean? What sort of things?"

"Things like..." He left the sentence hanging for a long moment as the image suddenly stopped at the entrance to a cave. "Like _that_."

It wasn't a cave she recognized, particularly. Maybe a mine? But there was nothing about it that looked unusual. It was just rock and dirt and darkness inside. She frowned as she studied it. "What's special about that?"

"That," he said authoritatively, "is the planet Alzarius. And you have never been there. It's not even in this universe, it's in E-Space."

"E-Space? What's that?"

"The exo-space time continuum. It's sort of a parallel universe that can only be accessed through a CVE."

"And what's a CVE?"

"Charge Vacuum Emboitment. Very rare. It's an anomaly in the structure of space. Like a glitch in the system. See the boy in the tree?"

Startled by the sudden shift in topic, she concentrated again on the vision in front of her. "What boy in which tree?"

"Turn around."

"How?"

"Just imagine yourself turning. It's not hard."

Slowly, she tried it and was surprised to find that it was actually very easy. "Oh, wow."

He laughed softly. "See him now?"

She scanned the trees in the dense overgrowth that looked very much like a forest - maybe better, a jungle - on Earth. Finally, she noticed him. No older than thirteen with hair long enough to hang over his ears, dressed in rugged-looking, pale yellow and green clothes.

"Who is he?"

"His name is Adric. I travelled with him for a couple years."

"Whatever happened to him?"

"He..." The Doctor paused. Too long. "Left. But this was his home planet. Just before I met him, by the look of it."

"So it's not in my head if I've never seen it. It's the Tardis?"

"It is in your head. It's a dream you had. But it's a dream she gave you. You couldn't have come up with that on your own; it's too accurate."

"What does it mean?"

"Not sure yet."

He let the image fade, sifting now through thoughts and memories - dreams? - that seemed completely nonsensical. It felt like she had just run up to a railway crossing and a train was speeding past. Memories that weren't hers flooded through her mind, and for some reason she found them familiar. Planets, people, sounds, even smells she didn't recognize. How had she forgotten this much?

"And thatis _definitely_ not from you." The changing pictures stopped on an image of a white haired man walking down a dimly lit street. "Do you recognize him?"

She studied the image for a moment before answering. "No. I don't think so."

"Look harder."

She tried to focus, tried to ignore everything else about the mental image and put all of her attention on the man. As he passed through the shadows, she watched every move. "Should I know him?"

"Go in closer if you want. Look at him from eye level."

Slowly she tried changing her orientation. And it worked. "Okay, this is weird."

"Is it?" He was smiling again.

"It's like watching a movie but... it moves. And it's in my head."

"It's a dream. Ever realize you're dreaming and take control of your dreams?"

"Once or twice." She paused. "Can I do that here?"

"No, this dream already happened. This is your memory of the dream."

"So... if it's a memory, shouldn't I _remember_ it? Isn't that what makes it a memory?"

"You didn't think it was important. Your mind just tossed it aside on space that could be overwritten with new memories. Sort of like how the Tardis forgets where rooms are."

"Like what?" she asked, startled.

"Sorry, distraction. Do you know who he is yet?"

"No."

He didn't answer. She looked harder. There was something about him, as she came closer, that felt familiar. She was sure she'd never seen him before. He didn't look even remotely like anyone she had ever known. But the Doctor was right. He did somehow feel familiar. As her shift in perspective changed, focusing in on his face, on his eyes, her jaw slackened.

"It... it's _you_!"

"Yeah!"

"My God, you're so... old!"

He laughed. "I'm really not. That was towards the end - well... twenty years or so - of my first life cycle. I hadn't even gone through my first regeneration yet."

"Amazing..."

The image disappeared and in its place was her door, no longer bulging to contain her secrets. Instead, it was simply, placidly closed.

"How did I know that?"

"Know what?"

"About you. The first you."

"Well, it's still me. It's just a different me. Same spirit, if you want to look at it that way. Different man, same... essence."

"How did I know what to make you look like?"

"You didn't. The Tardis did."

"Oh, right. So why show me that?"

"Well, I suspect she might've just been filling in the gaps for you. You asked me about Susan Foreman and I told you the story. Then you went to sleep and dreamed about the night that I found her."

"That was the night you found her?"

"Yes."

He continued wandering, in and out of her thoughts as if he had no particular destination in mind, just taking it in. Suddenly, one of the fantasy dreams she'd forgotten to put behind the door - a dream she hadn't even remember _having_ until just now! - was clear and graphic in her mind.

She gasped as her blush deepened. She tried to snatch the memory away, but it was suddenly out of her reach. She couldn't get her hands around it. And she could feel him smiling again. To make it worse, she'd really enjoyed that dream and she knew he knew it. Acting on instinct, she took the only action she could: she envisioned slapping him, hard, and hoped he felt it.

But her hand - imaginary hand, in an imaginary setting she couldn't even place - never connected. Instead, he had a hold of her wrist, quickly sliding his hand up to lock his fingers with hers. And then her imaginary back was against an imaginary wall, with that hand pinned above her head and the Doctor's deep, imaginary, smiling eyes only inches from hers.

"You're distracting me again," he whispered, his breath hot on her lips.

She swallowed hard, and gave him her best glare. _Stupid Time Lords... think they're so hot._

He smiled, tongue to his teeth, and she knew he'd heard her. Fine. Two could play at that game. This was only a dream, right? It wasn't even that. It was her thoughts - the most primitive and basic form of a place that was hers to control, and hers to do what she wanted. If he didn't like it, he could just get out.

She grabbed his imaginary tie, pulled him down until his imaginary lips met hers, and held him there with a tight grip for a few moments before letting go. She was getting the hang of this. But she couldn't tell if she was speaking in her head or out loud when she challenged, "What were you saying?"

He didn't step back. Still smiling slightly, he was watching her with those quite literally timeless eyes. Finally, slowly, he leaned down and kissed her again, slower this time, and deeper, moving his free hand slowly down her side. It was just enough - just long enough, just passionate and slow enough - to make her thoughts scatter, and the darkness around them turned to a swirl of images that looked like they were melting. The image of him and his kiss was gone, and there were only mushy pools of color splashing the floors and walls and ceiling - if there even were such things - all around her.

"Now you see why that doesn't work," he teased. "Not in _your _mind, anyways."

Rose spluttered, pulling her thoughts into some kind of order. But they were scattered everywhere. And the door was melted in a puddle at her feet.

"No!" She dove for those last thoughts, panicking. Door! Door! Door! "Stop smiling!"

He wasn't even smiling anymore. He was laughing outright as he watched her scramble to reconstruct the door and shove everything behind it again. "Oh, relax."

"Relax! That's easy for you to say, I'm not wandering around inside of your... your fantasies!"

"I'm not wandering," he defended, his tone still light. "Not there. Besides, I haven't seen anything I didn't already know."

"Oh, is that supposed to make me feel _better_?"

He grinned. "Hasn't it ever struck you as odd that every time you've had a _really_ good dream, the Tardis is playing random music _really _loud in the control room?"

"What!"

"Oh, so you didn't notice that."

"You mean I...! It's...!"

"It's a two way street. She overloads your brain with phenethylamine and endorphins and you release positive psyonic energy that sort of overloads her. For whatever reason - God knows what - she plays music."

Rose was blushing harder now than she ever had in her life. "So, what, it's like an _alarm_ going off every time I... I..."

He laughed again, and took her hand. Was that in the real world? She somehow felt it very solidly, although she couldn't place the image. "Rose, I've seen a lot of things in nine hundred years. Trust me, you're not going to shock me with your fantasies and certainly not with the fact that you have them. Relax. We're almost done."

She felt a stab of relief at his reassurance, and gave up holding the door shut. Then, just as quickly, she felt a stab of jealousy. Before she could stop it, the face of Madame du Pompadour greeted her, and then Sarah Jane. _"You were that close to her once..." _Rose didn't try to put them behind the door. She just let them dissolve.

"Sorry," she said softly.

But he didn't seem bothered by the images. "It's alright. You don't have to apologize."

The scenes were shifting again, slowly, until the Doctor suddenly grew very still at the picture of a man standing at the top of a grand staircase, dressed in extravagant-looking red and black robes.

"Do you recognize _him_?" the Doctor asked, suddenly very serious.

Rose examined the image. She felt a wisp of recognition...but no more than the cave, or any of those other places or faces that had flashed past. She'd had this dream once, but she didn't know that man. There was no solidarity to him, like the man in the ally. She tried to place the robes instead, and came up just as blank.

"No. Sorry."

"You're _absolutely _sure?"

She felt his worry closing in around her. It made her claustrophobic in her own head. "I'm sure, Doctor."

She wanted to shove away the intense emotion. It was easily as powerful as that storm-darkened face he put on, except now that he was in her head, it was inescapable.

"Alright."

He let that image fade. But he didn't bring up any more. In fact, she felt him withdraw - a sensation that left her momentarily dizzy. As she opened her eyes again, he was sitting across from her, one arm across the back of the sofa with his other hand over hers, watching her.

"You okay?"

"Yeah." She nodded, running a mental check. Everything was in order, and she felt perfectly normal. "Who was he?"

"Who?"

"The man. At the top of the staircase?"

"An old friend," the Doctor said simply. "Gone now. How's your head? No headache?"

She considered prying for more of an answer, but decided against it. Instead, she just shook her head. "No headache."

"Good. It really shouldn't hurt. I think that's probably just a side effect of the Tardis' energy." He smiled reassuringly. "Your mind's not built to talk to a Tardis."

"So... we're done then? Did you find what you were looking for?"

He took a deep breath, and let it out with a sigh, eyes fading out of focus as he stared past her for a moment. "I don't know. I'll need some time to think it through. But right now..." He was back in focus, on his feet, and wearing a big smile in a flash. She grinned back as she saw the excited look in his eyes. "I think we should go down to the Strip so I can show you something."

She nodded, and took the hand he was offering, letting him pull her up to her feet. "Good idea. _After _I get some less wintery clothes on."

"Right, then." He smiled. "I recommend comfortable and cool."


	14. Chapter Thirteen - Little Black Dress

**CHAPTER THIRTEEN**

**Little Black Dress**

"Have you tried this cake?" Rose asked, taking another small bite and letting her eyes roll back. "This is gorgeous!"

The Doctor was reclining across from her, his arm stretched along the bench seat. "I'd be careful if I were you," he teased. "We've still got a thousand places to try before we get to the end of the Strip."

"A thousand places," she repeated, looking back at the buffet that spanned the length of the restaurant. "You know, when you hear about Vegas, you hear about the shows and the gambling. I never would've thought to come here for the food."

"Well, it's an international tourist spot. Cuisine from all over the world. You ought to see _New_ Las Vegas, right around the turn of the 150th century. Food from all over the known universe, now _that _is a buffet."

"I can imagine!"

He smiled, and leaned forward. "Ready to move on?"

She looked at the rest of the cake between her fingers, then ran her eyes down the rest of the table. With less-than-impressive etiquette, she stuffed the cake into her mouth, took a pastry from a nearby plate, and stood up. "Okay. Let's go."

He clasped his hands behind him as he led the way back toward the casino floor. "You know, it's funny how little these places change." His eyes wandered over all the machines, the people running to and fro, the sound of computerized noises. "People get tired of something, they just tear it down. Never update it, not really. If it survives, it becomes a novelty, and people never lose interest. These are vintage twentieth century machines, right here. Couple miles down, you can even still find the ones with the pull handles that drop coins into the tray underneath."

"Mmm hmm."

Rose was busy trying not to let the cake fall out of her mouth as she followed a few paces behind. He cast a sideways glance at her and grinned. "Look at you," he teased. "Little black dress, high heel shoes - which I still think you're going to regret later - and shoving cake in your mouth like I haven't fed you in weeks."

"Shu' up." She elbowed him, throwing herself off balance, and saw him grinning at her stumble. She bit into the pastry defiantly. There was an explosion of chocolate and custard and - caramel? She groaned in ecstasy. "_How _can you not eat any of this?"

"I did."

"You _picked _at it."

"Ah, we haven't even been to the really good ones yet. If you want desserts, Caesar's Palace is the place to go."

His eyes followed a couple of barely dressed women - miniskirts and string bikini tops - as they passed, with a mix of amusement and bewilderment. But he said nothing. Rose glared at their backs and pointedly swallowed the rest of the pastry in one gulp.

"So?" she said, prodding him. "Let's be off, then."

He looked around again, quickly losing interest in the two girls. "Right, well... Let's see. There's... roller coasters, circus performers, waterfalls, wildlife, replicas of big," he gestured in the air, "ancient Egyptian statues - no, strike that. Much better to see the real thing."

She smiled. "I hadn't thought about that. Ancient Egypt..."

"Eh, not half as exciting as the history books make it sound. Down that way - no..." He turned full circle, looking for the doors to orient himself. "That direction, I think. That's east. Right. Giant holographic projection screen over the road. Used to be a light show 'til just about five years ago. Five hundred _million_ dollars to tear it down and build it new. Can you think of that? Five hundred million, just for a bit of free fun."

Rose didn't try to think it. She was too busy staring above their heads as she trailed the Doctor, not caring which of these wonders he was leading her to. She was glad she had finished all her food, because neither her hands nor her jaw were in any condition to store anything in a remotely dignified way. It was bad enough keeping upright on these heels as she turned this way and that trying to drink it all in.

"Oh, look at this!"

He pulled her to the side - carefully, so that she didn't stumble - and stopped in front of one of the machines that seemed to have no buttons or levers or even a screen. It was just a flat panel in front of a chair with the outline of hands on the table.

"What is it?"

"Try it!" he said excitedly.

Rose slid into the chair, squirmed a little in the hopes the dress wasn't riding up too high, and bit her lip as she pressed her hands into the outlines. The moment she touched the handprints, the color flashed in front of her. It was large enough to take up her entire field of vision, a dozen different machines in a circle around her, flashing and lit up as if waiting for her to pick one.

"It's primitive virtual reality," the Doctor said gleefully. "One of the first systems, about mid-way through the 22nd century. Fascinating, when you think about it. Humans were sending ships to Mars before they really even understood the way their own brains work."

Rose practiced turning around in the virtual room. She turned faster and faster and the machines flashed past and she stared to feel dizzy. She stopped and laughed giddily at the real-world rush as her stomach tossed and her head spun.

"How _does_ this work?"

"Oh, it just sends little electrical impulses designed to gravitate towards the visual processing centers of your brain. Very primitive, really. No touch, taste, smell... It got a lot better within the first twenty-five years or so after these came out. That's why there's nobody sitting at these machines."

She lifted her hands off of the table and the virtual room disintegrated just as he sat down next to her, reclining a bit and looking around the casino floor. "Don't suppose you want a go?"

He smirked. "Nah. Gambling. Never held too much appeal to me. Far as arcades go, Las Vegas is pretty dull compared to a lot of places out there. I come here for the history. And the atmosphere. Love the atmosphere." His smile was growing. "So full of excitement and energy and hope."

"You know..." Rose's smile grew a little as she tapped her fingers on the table. "This virtual reality thing kind of reminds me of when you were in my head."

He shook his head as he swiveled to face the console, and then back and forth a little, listening to the chair squeak. "Different part of the brain. Memory center is much harder for a machine to access - at least safely. Took the Time Lords a very long time to be able to do that."

"But now you can flick through my life like a book."

"Ah, that's different. That's biological, not artificial." He studied the machine in front of him dismissively, tracing the hard edges, then looked up at her with a knowing grin. "We've always been able to do that. Well... relatively. Mostly. Probably not always."

"So, you read each other's minds? Or is it 'cause I'm human?"

"Well, it was never intended to be a primary means of communication. Not for us, anyways."

"But you could. Use it as a form of communication, I mean."

"I suppose."

"And then you'd just talk without talking? Or would you actually be able to read each other's thoughts?"

"Among more telepathically developed species, thought reading, as you put it, is something of a consensual act. The door has to be open."

"The door. Like the one the Tardis put in place that kept you out of my mind."

"Yes, exactly. Most humans can't construct a door like that. Most species that exercise some form of telepathy can. And do."

"So _you_ have a door?"

"Course I have a door. Lots of them, in fact." He grinned at her. "Layers and layers of doors."

Rose wondered what kinds of things he hid behind his doors, and if he could teach her to hide things without flashing them all first.

He leaned forward on his elbows, hands folded in front of him. "Most of my doors stay closed all the time. No reason to open them. Anything I've got to hide, chances are I don't like looking at it either. And as far as things I _can't_ know, I can't even open those doors if I tried."

"Things you can't know?"

He smiled. His cryptic, "too complicated for humans" smile. "When you learned history, you learned it in one direction - backwards. But my schoolteachers taught me history backwards and forwards - quite literally. A shared history. But I can't know my own timeline. I'm not meant to know my own future. Or the future of Gallifrey, for that matter. When it was still around."

"But it's in your head?"

"In a manner of speaking, yes."

"What about my timeline? My future?"

"What about it?"

"Do you know it? Have you looked?" She smiled, to keep the mood light. "I don't turn into crazy cat lady or anything do I?"

"No, I don't know it." He paused for a moment. "I haven't looked. Can't see my own timeline, and you're a part of that now. Besides, it's not like fortune telling, predicting someone's future. There's very few things that _have_ to happen. The rest is all in flux - the result of an individual's choices and the choices of the people around them."

"Good. 'Cause you won't be getting rid of me for a while if I have anything to do with it. The universe can flux all it likes; I'm staying right here."

He smiled. Then, suddenly, he was on his feet. "Ah, come on. You don't want to sit here. We've got loads more to see!"

He offered her a hand and a smile, and she stood beside him.

"So what do you think?" he asked as she straightened her skirt carefully. "Indoor tropical rainforest or circus performers?"

***X*X*X***

The Doctor was smiling as he stepped through the doors, back into the suite with Rose on his arm. "I can't believe she thought you were a gigolo!"

"Well, it's not exactly a disreputable profession. At least not in these parts."

"But still!" She was laughing so hard, she leaned on him for support as she walked. "And how hard she was trying to get your phone number."

"Should've given it to her," he mused. "Would've made for an interesting conversation a few hundred years down the road."

Rose hit his arm and he flinched back with a laugh. "Ow!"

But she was still smiling, far from offended. "So how long can we stay here?" she asked, finally withdrawing her arm from his and sitting down on the edge of the sofa to take off her shoes.

"Doesn't matter to me," he answered with a shrug. "How long do you want to stay?"

"I feel like I've barely seen any of it!" She slipped her shoe off and pulled her foot into her lap as she leaned back. "But oh, my feet!"

"You're the one who decided to wear high heels."

"Well, I figured the chances of running were less than normal. And you can't wear sneakers with a little black dress."

"Why not? I've worn them with a tux."

She rolled her eyes. "Yeah, but you're... you."

He sat down on the sofa. "Even if you wanted to wear nice shoes, you didn't have to wear them so _big_." He lifted the shoe she'd dropped on the floor and held it up for inspection. "Blimey, look at that thing. It's like walking on stilts."

"Ever tried it?"

He gave her a funny look, dropped the shoe on the floor dismissively, and stood. "I'm gonna go check on the Tardis. She should be powered up by now, ready to move."

"But we don't have to leave yet..."

"No, of course not."

Loosening his tie on his way to the adjoining room, he let his thoughts wander over what he knew about their current setting. There was no reason they couldn't stay for another few days, or even longer. It was an unimportant time in the history of Las Vegas - or Earth, for that matter. That was precisely why he'd chosen it. A safe place to rest, with plenty to see.

Key in hand, he approached the Tardis with a bit of a spring in his step. It really had been an enjoyable day, and nightfall had come at a perfect time. He was starting to wind down, towards the end of his own - biologically longer - day. It was always nice when that happened.

The moment he touched the doors, he knew something was wrong. She was cold to the touch. But she was _never _cold. He turned the key and the doors opened without a problem. But the sight that greeted him was not what he'd been expecting to see. Darkness.

The inside of the Tardis was still silent and cold.


	15. Chapter Fourteen - Broken

**CHAPTER FOURTEEN**

**Broken**

"So what does that mean?" Rose asked, lingering in the doorway, blocking some of the light filtering in from the room outside.

"There's no power." The Doctor was on his knees under the console, torch in one hand and screwdriver in the other, talking and working at breakneck speed. "But why is there no power, everything is fine! I haven't touched anything!"

"Well, there's got to be _some_ power," she said. "The... cylinder thingie is lit up."

He stopped, and poked his head up over the top of the console, staring at the time rotor for a moment. "But why? Why, if she's got power, wouldn't it be routing to the controls? Could it be a fuse? No, it couldn't be something that simple. Well, maybe. Come here. Hold this."

She crossed to him and knelt down, taking the torch from him and holding it steady as he ripped the panel off of the underside of the console and flipped onto his back, looking up and inside. "Light. Here."

She followed his order, tipping the torch up a little to try and illuminate whatever he was looking at. It was all just a mess of wires to her, with only the sound of his screwdriver echoing off the walls and high ceiling.

"Fuses are fine. Which means," he turned again, pushing himself up and crawling out from under the console, "that it's got to be a loose wire somewhere. But a loose wire affecting _everything_ - it has to be close to the main distributer..."

Before she was on her feet, he was around the other side. "Bring that light."

He was full of energy, but it was nervous and tense. Draining after the day's excitement. At least, it drained her. She endured it for as long as she could. But two hours later, he was still theorizing about symbiotic pathways and insulated pulse regulators with the wires of the Tardis strewn around the half-disassembled control room floor. By that time, she was not only afraid to interrupt his thinking, she was afraid to move from where she was standing. She might touch something, break something. And he hadn't even noticed she was there for at least the past fifteen minutes.

"Doctor?"

"Hmm?" Lying flat on his stomach with his hands inside the grate floor, he didn't even look up.

"I think I'm gonna go to bed."

"Alright."

Still, he didn't look up. With a sigh, she turned and very carefully picked her way through the room, back to the doors and out, heading to the gigantic, comfortable bed just outside.

She wasn't aware of falling asleep. Or of how long she slept. The next thing she was aware of was the morning light in her eyes, and the contented smile hat crept across her face. Oh, such a comfortable sleep. Rested and alert and ready for anything, she opened her eyes and took a minute to look around, slowly remembering where she was. Las Vegas suite, Tardis in the corner, doors still open but facing the other way. Her feet still hurt from yesterday.

"Doctor?"

No sign of him. She stood slowly, pushing her hand through her hair and retying the thick robe tighter around her. She vaguely remembered identifying it as the most practical thing she had to sleep in, since the way to her room in the Tardis had been dark and cluttered the night before. With a yawn, she approached the Tardis doors and peered inside. No longer cluttered, but still just as dark. And the Doctor, asleep on the floor, screwdriver in hand.

She smiled as she approached him and knelt down, shaking him gently. "Doctor?"

No response. For a moment, she was worried. But his breathing was normal, and he stirred as she touched the side of his face. He was just deep asleep.

"Doctor..."

He drew in a full breath and opened his eyes, blinking a few times and sitting up before he was even awake. She watched as his eyes darted around the room, reacquainting with his surroundings before he closed them again. "Morning already?" he slurred, rubbing his forehead.

"Why don't you go sleep out there?" she suggested, nodding to the doors. "It's much more comfortable."

He reached for the console, pulling himself up to his feet and leaning on it for support. "No, I need to keep working."

She wasn't even sure he was genuinely awake. His eyes were open, but he sounded confused and slurred. Rising to her feet, she slipped under his arm. "Come on," she urged. This time, it wasn't a question. "Come with me."

He didn't resist. He didn't speak again as she led him out of the Tardis and into the room, where he promptly collapsed on the bed. He was asleep again before she had a chance to get him situated, and she didn't bother. One thing she had learned about the Doctor - he didn't sleep near as often or as much as she did, but he slept much deeper.

She found the torch in the control room and made her way to her room, rifling through her bag for a moment and stopping as her hand found her bathing suit. Might as well put that balcony swimming pool to good use, since the Doctor would be sleeping for a while longer.

It was already hot outside - desert sun and no breeze. She took a moment to look down at the lights before dropping her towel on the lounge chair and stepping down into the cool water. She smiled as she sank into it. This was like heaven...

It was almost noon by the time she finally left the pool, checking on the sleeping Doctor once more. She hesitated for a moment, watching him. Strange to see him sleep for this long. She hoped he was just tired, and that there wasn't really anything wrong with him. Throwing on a pair of cutoffs with her bathing suit top, she looked at herself in the bathroom mirror. It was a lot less clothing than she was used to wearing, but when in Rome... Besides, it really was quite hot out there, and she was wearing quite a bit more than those girls in the casino yesterday had had on. At least her top wasn't stringy. And it was shorts, not a skirt. Even so, she threw a light shirt over the top, leaving it unbuttoned and instead tying it at her stomach. Then she smiled. That would do.

She pulled her hair up to keep it off her neck, quickly applied her makeup, and found the room key on the counter. As she slipped quietly out of the room, she made sure the "Do Not Disturb" sign was still prominently displayed on the door handle. Then, with a smile, she headed down to the casino floor. Until the Doctor woke up, she wouldn't go far. But there was still so much she wanted to see...

*X*X*X*

Something was clanging. Blindly, the Doctor reached out toward the sound and found a phone. Phone? By the bed? Confused, he opened his eyes and looked around. Unfamiliar room. Where was - oh! Las Vegas. He remembered now. He sat up, grabbing the phone off the bedside table as he rubbed his eyes with his other hand.

"Hello?"

"You awake yet?"

Rose. His eyes locked for a moment on the Tardis, and his memories from the night before came back abruptly. He swung his legs over the side of the bed, feet on the floor.

"Yeah, more or less."

"You just woke up, didn't you?"

"Yeah." He sat up straighter as he took a deep, cleansing breath and then stretched. "Where are you?"

"I'm at the Cosmopolitan. It's gorgeous in here, have you seen this?"

He smiled. He could hear the glee in her voice. "Just be careful. See anything strange, you call me and do _not _get involved."

"Strange?" She laughed. "What, are you expecting something strange?"

"No, but I'm usually not, and strange always seems to find me."

He leaned to the side, craning his neck to see inside the open Tardis doors. Still dark. Oh, that was a headache just waiting for him.

"I took the money from your coat. I didn't think you'd mind."

He sighed. No point in avoiding the inevitable. "That's fine. Show tonight?"

"Absolutely!"

"Go get tickets for whatever you want. I'm gonna take a fresh look at the Tardis and I'll meet you in a couple hours."

By the time he hung up the phone and stood to his feet, he was both anxious for and dreading the feeling of standing in the center of that dark control room. He had traced the circuits the night before, every pathway, and found nothing frayed, nothing faulty. And now the only thing for him to do was to look again.

Stepping inside the doors, he felt a cool wisp of air pass by him. Odd, to feel the Tardis so cold inside. Odd to see her so dark and silent. Odd and, more to the point, uncomfortable. Stepping closer toward the control console, he pushing a hand through his hair as he gave a deep, tired sigh. He needed fresh eyes. But at the moment, he remembered all too clearly that he had just completely disassembled and then reassembled her power circuits. There was nothing broken. Nothing wrong. Leaving his hand resting on the back of his head, he sighed again.

"What the hell is wrong with you, old girl?" he muttered to himself, bewildered.

*X*X*X*

"Doctor?"

The loud clang that answered from the other room made Rose jump. Eyes wide, she closed the door to the suite behind her and wandered to the room with the Tardis parked in the corner. That was where he was, she was sure. The sound of metal on metal - as if he'd just dropped the grate back into place - was a dead giveaway. Smiling from ear to ear, she bounded the few steps to the doors and poked her head inside.

"Doctor look!"

It took a moment for her eyes to adjust to the darkness, and she was relieved to see that there weren't wires and bits of important-looking, unidentifiable things scattered across the floor.

"Hello," he greeted without coming up from under the console. "Did you have fun?"

She walked inside the dark room and stood near him. "Doctor, I got tickets for tonight _and _tomorrow. Cirque de Soleil tonight and the classic - my God, it's _still _running! - Phantom of the Opera at the Venetian. And - you'll never believe this - I won almost two thousand dollars on a penny slot machine! It lit all up in all these different colors and there was this hologram that came out of the top of it and -"

"Stop!"  
She blinked, startled. "What?"

He popped up from behind the console as the lights in the Tardis walls drew up a little, casting deep shadows. Her eyes widened. It was dim light, but it was a light, all the same.

"What, did you fix it?" she asked.

"I didn't do anything." As the lights faded back down, his eyes snapped to her hand, resting on the console. "What did _you_ do?"

Startled and confused, she shook her head and withdrew her hand. "I didn't do anything."

He stepped closer and she moved back as he looked over everything in the area her hand had been. "What did you touch? Anything?"

"No."

"Wait a minute..." He turned slowly, eyes wandering over the walls of the Tardis and the lights that were dimly glowing. "The circuits are all closed and there's nothing broken or frayed, that means... Oh, yes..."

He trailed off. Rose watched him, brows raised. "What? You know how to fix it now?"

She waited for an answer, or at least a Doctor "Oh!" moment where he spun in circles amazed that he hadn't thought of it sooner. Instead, he turned and gave her a funny look.

"Did you really win two thousand dollars?"

Forgetting the Tardis and his project with the wires and the screwdriver in the dark, her smile broke out again. "You should've seen it, Doctor. I think the old woman sitting next to me was even more excited than I was."

"Tell me about it."

She leaned forward. "The whole machine lit up, yeah? And there was this hologram that came up out of the center of where all the machines were around - this giant rainbow. And it did this turning, twisting thing and made it look like you were sliding down into this pot of gold at the very end!"

He was still facing her, but his eyes were wandering. She paused as she watched him.

"Doctor, are you even listening?"

"Look at the lights," he whispered.

She turned, and watched as the walls of the Tardis slowly warmed to life, illuminating the room. The console remained dark but for the cylinder in the center, but the walls were at least half as bright as they normally were. And the Doctor was smiling.

"How is it doing that?" she asked.

"Positive psyonic energy." He turned, running his hand along the console as he walked all the way around it. "Like a jump start, I guess."

"What, you mean you don't know?"

"No idea," he admitted, still looking over the controls that hadn't yet come to life. "It's never worked that way before. Not a clue why it would work that way now, but the Tardis seems to be responding."

"So that's all it needs?" She asked, feeling a sense of relief. She'd had no doubt - not really - that he would find a way to fix the Tardis. But now he could relax and enjoy this place. "All it needs is positive energy."

"I don't know." He paused in front of her. "Let's find out."

She barely had a chance to gasp a breath as he moved a hand into her hair, pulled her close, and crushed her lips to his. Eyes wide, she let out a little squeak of surprise before she slowly relaxed into his kiss. Slow and powerful, and yet careful. It made her legs give out from underneath her. Oh, she would never get used to this...

As he pulled away, slowly, it took a moment for her to catch her breath and put her thoughts back in order. Finally, she opened her eyes and licked her lips. He was still turned towards her, but his eyes were on the walls. "Aw, look at _that_!"

Her eyes shifted to the side. The lights were brighter, as bright as she'd ever seen them, in fact. But the console was still dark. He was beaming from ear to ear as he turned back to face her, tongue to his teeth in that carefree smile. "Congratulations, Rose Tyler. I think you've just fixed the Tardis!"

Conflicting emotions rose up inside of her as she processed those words. Fixed the Tardis? He'd kissed her to fix the Tardis? Not that she minded him kissing her, but... something felt so wrong about that. When her knees went weak and she could hardly breathe, he was trying to fix a broken machine?

"What's wrong?"

The lights were dimming again.

"Rose, what's the matter?"

"No."

She took a step back, shaking her head as she pulled out of his reach. Eyes wide, confused, he stared at her.

"Doctor, that's not fair."

He didn't understand. She could see it in his eyes. "What's not?"

She struggled for a moment to find words, an explanation for what she was feeling. Finally, she took a deep breath. "There's other... positive energy," she said. "You don't need me for this."

He stared at her for a long moment, his expression completely impassive. Heart still pounding in her ears, though equally from the awkwardness of this moment as from the fading memory of the kiss, she stood very still as she watched the lights fade a little lower.

Finally, he turned away, back to the console with his serious face on. "Right, I'm sorry."

She didn't know how to answer that. She didn't know if she should. Should she try to explain? Try to find a way to talk about it? But she didn't really want to talk and he was clearly giving her a way out. It was one thing for him to fiddle with and fix things she couldn't even identify in order to avoid an awkward conversation. It was much worse when she knew he was fiddling with nothing at all. Those controls his hands were messing with were dead. It was her move.

"I think I'm gonna... go put some clothes on," she said tensely, pointing over her shoulder. "This outfit is great for walking around in 40 degree weather, but not so much for dinner."

He nodded, a silent acknowledgment, but didn't look up. The lights dimmed even more as she took a deep breath, then turned and headed back to her room. It wasn't until she'd closed the door behind her that she let out the breath that she'd been holding.


	16. Chapter Fifteen - Traces of Energy

**CHAPTER FIFTEEN**

**Traces of Energy**

**A/N: Rating will increase in the next few chapters. If you find this story suddenly missing from the list, make sure you change the ratings to display M rated fics as the default only lists K thru T.**

Dinner was silent. At least, nearly so. The show was beautiful, but not half as enjoyable as it would've been if the Doctor had been enjoying it, too. Rose didn't press him to endure any more entertainment. His mind was elsewhere - with the Tardis, most likely - and he wasn't engaging.

As he stood on the balcony, still dressed from their evening out as he stared out at the city lights, she tried to determine if she'd be intruding by joining him. Finally, she stepped out into the warm night air. Too warm. He'd taken off his jacket and draped it over the lounge chair, top few buttons unfastened and sleeves rolled up. She immediately wished that there was something she could do to this dress to make it cooler or more comfortable.

"Guess you were right about it not really being classy anymore," she said quietly, remembering the shorts and tank tops and sandals worn by most of the patrons to the show they'd seen. "I think we were the most overdressed pair in that theatre tonight."

"I didn't mind." He glanced at her as she approached and gave her a tight smile. "You looked beautiful."

She paused as she leaned on the ledge beside him. "Wherever we go next, it's got to be somewhere with no high heels."

His smile turned more genuine. "No high heels. Check."

"And someplace away from this heat. Ya think?"

He nodded.

Still grinning, she looked down at the lights, the long road stretched out in front of her. Eiffel tower, pyramid, castle, roller coasters and waterfalls and neon lights everywhere. If she listened, she could hear the sound of the city, even from way up here.

_ "Love the atmosphere. So full of excitement and energy and hope..."_

She glanced over and saw the Doctor staring through the glass wall in the direction of the Tardis, as if he could somehow see it through the closed doors inside.

"You'd think this would be a really good place for the Tardis to find... you know. Positive energy."

"Hmm?" He glanced at her, brow raised, as she pulled him out of his thoughts. "Oh, yeah. I'm not worried about it. Besides, we're not ready to leave anyway."

"Liar."

The shock and question was evident on his face. She smiled reassuringly. He took everything so seriously when he was worried.

"You say you're not worried, but I can see it all over your face."

"Alright, so I am worried. A little. Not much."

"Why?"

He paused and took a quick breath, letting the smile fall into the serious look that was much closer to what he was feeling as he looked inside the suite again. "I don't like my Tardis being broken," he said flatly. "Brings back bad memories."

She wanted to ask what of, but she bit her tongue. That was certainly not the way to elicit positive energy. She watched him for a moment, staring into space as if the silence wasn't awkward to him. Maybe it wasn't. Maybe it was just her. Finally, looking down at the city again, she licked her lips to bring moisture back to her mouth.

"I'm sorry. I didn't mean to..."

His gaze shot to her as if she were intruding on something. She could feel it, although she didn't look up. "No, sorry," he answered. "Not you. Thinking again. Gotta watch that."

She smiled tightly. "Oh. I don't mind you thinking."

He looked away again, out to the horizon, and her smile fell.

"The more you think, the better you'll fix her. And then you'll be able to relax." She turned toward him with a deep sigh. "'Cause I gotta be honest. This is just not as much fun without you."

Still, he said nothing. She watched him for a minute, then finally took a step closer, slipping her hand into his and her other around his arm. Right now, there wasn't much she could think of that was worth seeing him like this. Resting her head against his shoulder, she shut her eyes.

"I want to help," she said quietly. "Forget what I said earlier just..."

She took a deep breath and tried to stir up those feelings. But all she found was awkward silence. He was focusing intently on the horizon now, his hands gripping the railing of the balcony. She could feel the tension in him, under her hands and under her head. She swallowed hard.

"What do you need me to do?"

For a moment more, he didn't move. Then, finally, he let go of the railing and put both his hands on her shoulders. "Tea."

She stared at him, confused. "Okay?"

"Good." He strode past her, inside, to the kitchen, and began rifling through cabinets as she followed him inside.

"Plenty of coffee," he said as he pulled down packages. "Caffinated, decaffinated, Arabica, Columbian, Folgers, Maxwell House, instant, ground, espresso, do these people even _have _tea?"

She smiled as she watched him, slowly walking to the bar over the sink and sitting down in one of the stools. Finally, he found the right drawer.

"Here we go. We've got mint, raspberry, mixed berry, chai, chocolate hazelnut... chocolate hazelnut? Really? Aha! English breakfast." He glanced up at her. "Unless you were looking for something more... different."

She shook her head. "No, that's fine."

"Right then!"

He was looking for a distraction, the way he did when he fiddled needlessly with controls and gadgets. Except this time, he had something very specific to focus on. And it made her smile to watch him do his distracted, dodging Time Lord thing in a kitchen of all places. It was the Doctor in every way, in a setting that was so wrong.

"Do these people not have a kettle? Do they not have _pots_?"

"There's a microwave over there," she pointed.

He stared for a minute for the microwave, then at her. Hiding her smile, she shrugged. Finally, he set the two mugs of water in the microwave and began the search for sugar. Ten kinds of artificial sweeteners in brightly colored packages, but sugar was out of style. And so, apparently, was milk.

"Right then. Tea." He handed her one of the cups as he took it out of the microwave. "Black, no sugar."

She was smiling as she took the cup from him. A real smile, and a bit of a snicker. "Lemon?" she teased.

He rolled his eyes, cracking a smile. "Oh, now don't start."

She laughed. "Well, I think I saw some Irish Cream whiskey over by the bar. Ya think?"

"Whiskey?" he repeated, brows raised. "In tea?"

"I know one bloke who used to put it in coffee."

He glanced to the bar, then back at her. "Alright. Why not?"

She tossed her head back and laughed as he headed to the bar. "I'm kidding! Gosh, can you imagine how that would taste?"

"Not yet." Stopping at the bar along the wall, he poured a generous shot of the milky-white liquor into his cup and held up the bottle, brows raised in silent challenge.

"You're serious," she realized.

"'Course I'm serious," he answered, staring at her as if he couldn't understand why she'd ask that.

She laughed again, and stood, walking to him and holding up her mug. "Alright then! Irish cream and English breakfast." She had to pause for another quick laugh. "Sounds like a good combination to me!"

He smiled in earnest as he poured the whiskey into her mug and replaced the bottle on the bar. "Together - ready? One, two, three!"

She couldn't remember another time in her life when she'd had to hold her nose and close her eyes to drink from a cup of tea. But the first sip of the present concoction wasn't easy to get down. She nearly gagged as she held the mug at arm's length, leaning forward.

"Oh, God, that is horrible!"

The Doctor was bent double, holding the mug behind himself. He saved himself from spitting it out at the last moment, and gulped it down, then straightened, gagging and gasping. "Never... have I ever... I've eaten _bugs _that taste better than that!"

She was laughing harder at his reaction than her own. What had they been thinking? He pulled a face, staggering to the side and sloshing the hideous mixture onto the carpet. "You're getting it all over!" she laughed.

He relinquished the cup as she reached for it, and collapsed into the nearest chair, laughing until his gut ached. She was still smiling as she ceremoniously dumped both cups into the sink and turned to the fridge.

"Ah, here we go!" She withdrew two cans. "Couple hundred years in the future, and Coca-Cola is still alive and well!"

"I'm going to take you to Klup when we're done here," he said as she handed him one. "Best hot chocolate this side of the Medusa Cascade and their pudding - I tell you, their pudding has ended wars."

"Mmm... hot chocolate." She smiled as she tipped her head back and imagined it. She could almost taste it on her tongue.

As she headed for the balcony again, he followed a step behind. Once there, she turned and leaned back on the rail, tipping her head way back to stare up at the stars. The bright city lights made them hard to see, but it was still enough to make her dizzy.

"So what is there on Klup besides hot chocolate?"

"Well..."

He set his can down on the table next to the lounge chair and joined her by the railing. He looked up too, but his head was tilted so he could watch her expression.

"There are these marvelous blue birds. And in mating season, the males turn bright red, like rubies. And there are all these quaint little towns where the Kluponians make pottery and musical instruments."

"What kind of instruments?"

"Oh, the kind you've never seen." He smiled at her.

"Like the thing that guy had. Henry Van Statton. In that underground museum, where I first met the Daleks."

"Well, that wasn't from Klup, but yes. Unfamiliar like that." He looked away again, up at the stars again. "They have a few you might recognize, too. I know of one old concert hall - magnificently beautiful! - with harp strings all along one wall..."

She tipped her head back down, but stayed where she was, leaning against the glass, as she watched his face. It was as if the memory had taken his breath away, and left him in his own little happy world, smiling warmly up at the sky. She smiled back. This was the Doctor she loved to see.

How many memories did he have, of places all over the universe? How many things and places and people had he seen and experienced? She couldn't begin to fathom it. It would take her a hundred lifetimes to know what he knew about the universe. And even if she had that long to live, could she ever see it all? Would _he_ ever see it all? Someday?

"D'you ever think you'll get tired of travelling?"

"No."

"Never?"

He lowered his eyes to the horizon. "Maybe stay a while here and there, but I get bored easy. Always need something to see, something to do." He drew in an audible, deep breath. "It's in my blood."

She smiled. "Are all Time Lords so restless?"

"Nope, that's just me." He looked at her and gave a brilliant smile. "Pure Doctor. Born to run."

She returned his smile, then tipped back again, holding the rail as she leaned back as far as she could. The ledge was too tall for it to be dangerous, and it gave her a feeling that was almost like flying to stare up at the vastness of the sky with the breeze sweeping past her, so high off the ground.

"_That's_ why I'll never get tired of travelling."

She tipped upright again and swooned a little as the blood rushed back to her head. "What is?"

"Because it feels like that," he whispered, leaning in.

She smiled, understanding.

"When I see something new, when someone gets to live instead of die. When some beautiful landscape, some brilliant work of art by some invisible hand, is appreciated and you think it might be for the very first time. That no one else has ever seen it before and it's _so_ beautiful. That's why I won't stop. That's why I can't stop, I'll never stop."

She studied him for a long moment, reading the look on his face, the dazed excitement and everything that was so much a part of him. He was so old, but his eyes were just like a child's - full of wonder and amazement. It made everything inside of her burn, like kindling that had just been waiting for nineteen years for that spark that was inside of him. In just the two years since, she had seen more than generations before her had even been able to fathom. She would never be able to stop. How could she even conceive of the idea that he might?

"I don't think you were ever meant to stop."

He stared back at her, his eyes penetrating. She could see the fire there, feel it burn in her chest. He was everything at once - fire and ice, power and submission, a king and a child. Not just a king. A Time Lord. A ruler of the universe, wise enough to make the decisions that would shape the course of history when he had to, and conscious of the impact of those decisions on every child, every animal, every living _creature _on any planet he touched.

"Rose..."

She swallowed, frozen under the weight of his stare, hearing her own voice although she wasn't sure how she'd managed to find words. "Yes, Doctor?"

One of his hands moved to her waist, the other to her cheek, and he tilted his head so that his lips were only an inch from hers. Suddenly, she couldn't think, couldn't move. For a moment, all she could do was feel. His cool breath, warm palm against her cheek, dark eyes on hers. She could feel her heart beating faster, as if trembling in her chest. Excitement. Anticipation.

"I want to show you something."

Damning the consequences, her eyes slid closed and she tipped her head just slightly, just enough to touch her lips to his. He didn't respond at first. Slow. Hesitant. Then his arm tightened around her waist, pulling her closer as he pulled at her bottom lip, deepening the kiss. That feeling of flying was back, and she opened to him naturally. The sudden rush of warmth - tingly warmth, like she'd felt when he kissed her in the Tardis - spread through her slowly, from her lips all the way to the soles of her feet. He moved both hands to her face as he slowly closed the kiss, leaving her dizzy and breathless.

"Rose, look at me."

Reluctantly, she opened her eyes and stared up at him. He was watching her, reading her with uncertainty. But as their gazes remained locked, a smile crept across his face.

"There's something I want to show you."

"Okay. But Doctor?"

"Yes?"

She reached up between them slowly, touching her fingers to his mouth. "Your lips aren't moving when you talk."

"Neither are yours."

She blinked, startled. But as she felt his finger trace over her lower lip, she suddenly realized he was right. She didn't remember actually _speaking _the words she was saying.

"No way..."

He smiled softly.

"But you didn't do that thing... I mean, I don't feel you in my head, like I could before."

"Close your eyes."

"What for?"

"Because I want to show you something."

She hesitated for a long moment, then closed her eyes and took a deep breath. "Okay. Now what?"

"I want you to picture a dark room," he whispered, stroking his fingers lightly across her forehead and tucking her hair behind her ear. "A very dark room, with no windows. You're alone, and safe, as if you were asleep. And you're standing in the center of this dark room. Are you there?"

"Yes."

"Good."

Somewhere in the back of her thoughts, she was aware that he'd slid his hand behind her neck, cradling her head. "Now I want you to turn very slowly towards the sound of my voice. Just keep turning until you hear it in the dark, until you know where it's coming from."

She turned in the disorienting darkness, following his instructions with a mix of anticipation and wonder. What was he doing? What could he possibly want to show her that involved her turning circles in a dark room in her mind?

"Just follow my voice. The only sound in this dark, empty room. Have you found it?"

"Yes. I think so."

"Good. Now take my hand."

She gasped as she touched him. She hadn't expected his hand to feel so real, so tangible. Everything around her was still dark, but she could feel his presence, his strength and reassurance. In the same instant, she could feel herself collapse. But he didn't let her fall. He held her on her feet as he led her through the dark.

"This feels so strange," she whispered. "Are we somewhere inside of my head again?"

"No." He leaned closer to her, and she felt his lips brush her ear as he whispered softly, "We're inside of mine."


	17. Chapter Sixteen - Gallifrey

**CHAPTER SIXTEEN**

**Gallifrey**

Rose took a few deep, slow breaths, feeling an unfamiliar, tingly warmth in every corner of her body. Floating in the dark, hand in hand with the Doctor - although she couldn't see him - she somehow felt like she was moving. Then, out of nowhere, a flash of cold, like the blast from opening the door on a windy winter morning. She gasped in surprise, and closed her eyes tightly as she focused on it. It felt so real. But it wasn't real. It was just a perception, like virtual reality. Inside of his head. Inside the Doctor's head.

Slowly, the cold subsided, before it had the chance to really chill her. Scents - the strangest scents in combination - surrounded her next. Fish and roses, rain and the scent of oak burning. The tingling she had felt in her fingers and toes was behind her eyes now. It didn't hurt. It tickled.

"Doctor, what are you doing?" she asked, trying to hold back a giggle.

"Your mind is trying to find something familiar to compare it to."

"To compare what to?"

His voice lowered to a whisper, lips brushing her ear lightly. "Open your eyes, Rose."

She complied, half expecting it to still be dark. Instead, she found herself lying on her back, staring up at a bright, endless sky, orange and pink and red and swirling as if it had a life of its own. Her eyes widened.

"Just take it in," the Doctor whispered. "The longer you look at it, the more sense it'll make."

She realized her hands were tightened into fists, gripping the down-soft blanket underneath her. She loosened them, fingers wandering over the soft texture. Up above her, the swirls formed to pale pink clouds, light and wispy in the sky. The confused scents had turned into something much like cinnamon, with odd - but not unpleasant - overtones of lilac.

"Where am I?"

"You're inside of a memory," he breathed. "And this is Gallifrey."

She glanced at him, still lying beside her, and her eyes widened in surprise as she stared at the face of a blonde young man she'd never seen before. Startled, she sat straight up. "Omigod!"

"What?" he asked innocently.

She hesitated for a long moment, staring at him. It was him; she knew that after only a moment. But he looked so young. Slowly, carefully, she reached out to touch the side of his face. His eyes, clear and deep and familiar, held her in place. But even they were young - innocent and unscathed.

"Inside of a memory," she repeated softly, stroking her fingers along his jaw. "Is this how you remember yourself?"

He didn't answer, just turned his head to lightly kiss the inside of her wrist. Swallowing hard, she pulled her hand away.

"How old are you here?"

"Fifty-six."

Her eyes widened. "You look... my age."

He smiled, but didn't answer.

She realized she was chewing on her lower lip and forced herself to stop. "Can I see... you? The other you, I mean. The you that I know."

"Look harder."

She studied him as hard as she could. Nothing changed. Then, finally, he pushed himself up beside her, slid a hand into her hair, and pulled her into a slow, gentle kiss. Her eyes slid closed involuntarily as she melted into him. He still kissed like the Doctor. As he slowly withdrew, she almost didn't want to open her eyes. When she finally did, she was staring back at a familiar face.

She smiled. "Hello!"

"Hello."

Reassured of his presence, she turned and looked around again, taking it all in for the first time. They were on a hilltop, pale purple and grey mountains in the distance. Closer, an enormous glass dome encased a sparkling structure, hundreds of feet tall. "What is that?"

"That's the Citadel," he answered. "Home of the Council and all of the high officials. The heart and soul of Time Lord civilization."

"My God. It's beautiful."

"I suppose it is."

"And that's where you lived?"

"That's where all Time Lords lived."

"All of them?" she asked, surprised. "On the whole planet?"

"There were other cities, other Gallifreyans. But they died out. Only the Citadel - well, and the people who left the Citadel for whatever reason and lived in the outlying areas - survived. And thrived, actually. An intergalactic power - legendary and almost mythical in some parts of the universe."

She turned and stared at him as he reclined back on his arms, staring up at the sky. Following his gaze, she felt her breath catch. "Is that how it always looks?" she asked. "The sky?"

"Sunset," he answered. "Pretty one, too."

"How are you doing this?"

"It's a memory, same as before. This one just happens to be mine."

"So if we were to get up and walk around..."

"The image wouldn't be able to sustain it. This is a static shot, like a photograph. Not an event or a sequence."

She turned her attention to the deep red grass beside her, reaching out and running her fingers through the long, thick blades. "It feels so real."

"As real as I can remember it."

She breathed deep, drawing in that scent of cinnamon. "I can even smell it."

"Yeah..."

Slowly, she turned to look at him again. Staring up at the sky, his eyes were far away. "Are you alright?" she asked, worried. He had said before that he didn't like to think of this place.

"I used to play on this hill, as a child," he said softly. "We were young, then. Innocent."

"We?"

"My friend and I."

She remained quiet, waiting for him to continue, hoping he would.

Finally, he heaved a deep sighed and glanced over at her. "Children on Gallifrey were raised very communally. He and I were in different families, but we were almost the same age. We started Academy together, best friends all the way through."

"How long?"

"Fifty years, give or take."

Her eyes widened. "Really? Fifty years?"

He looked back up at the sky. "Depends on what you were studying, but yeah. Honestly, it sounds longer than it is. You sort of lose track after a while. Day to day life."

"What did you study?"

"Everything."

She raised a brow and he smiled.

"Temporal mechanics, infinite-regression mathematics, quantum physics, 4-dimensional tachyon studies, history, philosophy, practical theology, discontinuity physics..."

"What did you specialize in?"

"Thermodynamics."

She laughed. "Thermodynamics? Really?"

"Yep."

"People on Earth study that."

He paused. "Anything taught on 21st century Earth has one set of scientific rules to follow - those of 21st century Earth. But there are _billions _of variables to any field of study that scientists of a single world could never even fathom. Even something as basic as the periodic table - yours has, what, 118 elements? Culldon's has 26, and Andragenous V has 423. A hundred thousand worlds, and a hundred thousand forms of the same basic science."

"I hadn't thought about it like that," she admitted.

"In the final years, it's all self-study. Your own experiments and explorations, reporting your findings. Seeing the universe for the very first time."

"In the Tardis?"

"In _a _Tardis. Different model, much more restricted."

"What do you mean restricted?"

He sat up, crossing his legs in front of him and leaning on his elbows. "Human technology reduces limitations as it progresses. Time Lords were the other way around. We started with _far _too much power, limitless ways of exercising it and not enough technology to really control it. Or enough experience to understand the dangers. As the centuries went on, that power became more controlled. The Laws of Time were built right into the technology. A Type 40 Tardis, like mine, can go just about anywhere. Its predecessors could _literally _go anywhere. Could jump universes by _accident _if you weren't careful. But later models, some of them could be locked into a hundred year window in a single universe."

"Why?"

"Safer that way. There were a few disasters - oh, long before my time. Entire civilizations wiped out because of careless time travel. Rassilon instituted the Non-Interference Policy, violation punishable by death, depending on the severity. Look but don't touch."

"Death," she repeated quietly, sitting up next to him.

"Yes."

"I thought you were pretty much impossible to kill. What with the regeneration and all."

He gave her a tight smile as he glanced up at her. "It _is_ possible to kill a Time Lord. Though, if they were feeling particularly merciful - or if someone interceded on your behalf - they would just force you to regenerate and exile you to live the rest of your years on some remote planet somewhere. Perpetually alone."

"Why alone?"

She knew by the long silence that followed that she was not going to get an answer to that question. His thoughts were far away as he stared in front of him, seeing nothing. Then he shook his head as if clearing his thoughts and looked up at the sky again, scanning it slowly.

"This place never changes," he said quietly. "I haven't looked at this picture in years. But it's just the same. Everything about it."

She watched him for a moment, then leaned forward and took off her shoes. He turned and watched her with curiosity as she stood and stepped just off the edge of the soft, gray blanket, onto the grass. It was unlike anything she had ever experienced, to think that the feeling in her feet was entirely in her mind. This wasn't like a dream. It was too real. It blurred the lines of what she thought she knew about reality and imagination.

"Where am I right now?" she asked.

"What do you mean?"

"My body."

"Asleep."

"And you?"

"Watching you sleep."

She smiled to herself as she looked out over the hills, towards the mountains in the distance. Behind her, he rose to his feet and stepped closer, sliding his arms around her waist in a loose embrace as he looked over her shoulder.

"Where did you live?"

"Inside the Citadel, like everyone else."

"Can we go there?"

He hesitated. "No."

She didn't press. Instead, she scanned the horizon, drawing everything in. "It's beautiful."

"Yes..."

She could hear the sadness in his voice. More than that, she could feel it, slowly creeping in. It settled in the pit of her stomach as if it were her own. It was as if someone had wrapped a hand around her heart and slowly squeezed.

"Sorry," he whispered, tightening his hug around her slightly. "Sort of a side effect. You're inside my memory; I can't keep you from feeling it the way I do."

"It's okay."

She didn't realize she was crying until he turned her around and reached up to wipe away the tears. Sliding his hand back, he pulled her closer and tipped her head down, kissing her brow. "Do you want to go back?"

"No," she answered firmly, then reconsidered her tone as she saw the pain in his eyes. "Do you?"

He watched her, saying nothing. But finally, his eyes lowered and then closed. That tightening feeling in the pit of her stomach grew.

"I'm sorry," he whispered.

Slowly, she reached up, fingers sliding along his jaw until she was cradling his head against her palm. "Doctor..."

He looked up at her again, but didn't speak. Finally, she pulled him closer, slowly, leaning in to place a soft kiss on his lips. He remained still, not pursuing but neither pulling away. She did the same, until finally withdrawing from the closed kiss and looking up at him again, keeping him close. Eyes still closed, he dropped his head forward and nuzzled her gently, cheek to cheek.

Something inside of her warmed, and she wrapped her arms around him as she heard his breathing, soft and slow, in her ear. It wasn't erotic. It didn't leave her with those funny, fluttering, embarrassing feelings that she didn't want him to see. Instead, it was so intimate, so honest, that it took her breath away. As he put his arms around her, hugging her tight, she wondered if the tears she could feel in her eyes were real - her own. Tears of joy, perhaps. Some people searched their whole lives without ever feeling this...

As he finally withdrew from the embrace, he still lingered, leaving one last, closed kiss on her lips as he nuzzled her, nose to nose. Finally, she heard him, barely a whisper in the stillness around them. "Thank you."

Her eyes opened slowly, and she smiled fully at him. It only took a moment for him to smile back. And as he hugged her again, she closed her eyes, letting the memory of Gallifrey fade into the dark.


	18. Chapter Seventeen - Off Course

**CHAPTER SEVENTEEN**

**Off Course**

The Doctor opened his eyes the moment that Rose stirred. She was resting on his chest, lying - for all intents and purposes - on top of him, against the back of the sofa. He'd considered moving her, especially when he realized she was about to enter her nighttime sleep cycle. But he'd decided against it. She was warm and he was comfortable, and he had more than enough to think about to occupy his mind for a few hours.

There were so many bits and pieces of memories in her head that were not her own. Some were complete and some were only fragments - places she'd never seen, people she'd never met. Whatever the Tardis was trying to say, she had been trying for a long while. It wasn't just a few night's worth of random dreams. It was an overview of his entire life.

But why? That was the part that didn't make any sense. And he was sure there was a reason. Had they all been pleasant memories, the reason might have been obvious: the thrill of positive energy, feeding off of moments that had given that rush before. Except that the overwhelming majority of the events in question weren't pleasant at all.

His mind settled on a case in point. Adric. More than a dozen snapshots of him - his life, his home planet, his conversations. The Tardis had introduced him the best way she knew how, and if only Rose had been sensitive to the language - or, rather, the lack thereof - she might have begun to recognize him showing up, over and over. But she hadn't. Ultimately, the Tardis had screamed her message in the loudest way possible. The strongest memory he had of Adric, whether he liked it or not. Standing helplessly in the control room while the boy died, his ship crashing to Earth in an explosion of white flame. He'd watched it on the monitor as he'd stood in the very control room that Rose had been locked screaming inside. His friend, his companion - and if Susan had been an adopted child to him, then perhaps Adric had been just as much that - incinerated in white flame.

He'd always thought the boy's death must have been instantaneous, that he couldn't have possibly felt anything. But the Tardis was no stranger to death by flames. The nightmares of another, later companion would've painted the picture nicely. Most likely, that scenario had been a compilation of deaths. But knowing what pieces went together somehow didn't make the picture any more complete. Why was the Tardis fixated on death? And why talk to Rose? Was it for her safety? Her end, something she would face? He didn't want to think about that.

Luckily, it was a thought that brought up so many improbabilities, it was highly unlikely if not impossible. The Tardis' memory was unlimited - backwards and forwards - except by the limits that had been built into her. She obeyed the laws of time just as he did. More than that, she didn't feel the temptation to break them the way he did. She would never change a fixed point. And the death of a time traveler - whether Adric or Rose - was almost always just that.

"Mmm... is it morning?" Rose asked, pushing herself up and looking around the room.

"Early morning, yeah. I suspect most of the people out on the street right now are still there from the night before." He smiled as he tucked her hair behind her ear, out of her face. "You can sleep more if you want. Don't rush on my account."

She settled again, nuzzling against him, but kept her eyes open. "How long have I been asleep? Must have been a while if it's morning."

"I would've put you to bed, but you seemed comfortable enough."

"Last thing I remember, I was standing on the balcony." She paused. "No... wait..."

He smiled as her memory filtered back slowly.

"I was dreaming," she said, pushing herself up again and looking down at him. "But it was so real."

"Not quite a dream."

"That was... wow..." She breathed deep, smiling to herself. "That was amazing. I could feel it; I could _smell _it! It was beautiful."

He never really thought about just how much information was retained in a memory. Not until he saw something, smelled something, heard something that brought it back. Sometimes he didn't even know why.

"So what's next?" she asked as she pushed herself up. "A world with purple polka dotted elephants?"

He raised a brow, amused. That would certainly be a bit of a challenge. "I haven't been into the Tardis. We may not be going anywhere just yet. Besides, we have that show tonight."

She was already halfway to the other room by the time he stood up and stretched.

"She's awake!"

He smiled. "Ah, good."

"Come see!"

Pausing in the doorway, his eyes scanned the control room. Lights up, console active. Hmm. He'd half expected to see that, even before Rose had checked, but he would've been a lot happier if he had some idea as to _why_ he'd expected to see it. He'd never experienced a reboot like this.

He moved inside, checking the gauges and everything that appeared to be perfectly normal. It wasn't, he knew. There was nothing normal about the way the Tardis was acting. Letting his worry surface for just a moment, he turned his attention to the screen and initiated a full system scan.

"What's wrong now, hmm?" Rose asked, leaning back against the console and pouting at him.

"Huh?" He raised a brow at her, glanced back at the screen as the "all clear" popped up, and gave her a smile. "Nothing. Were you ready to go? Or did you want to stay here another day or two?"

She debated for a long moment. Such a decision.

He smiled. "Up to you. We've got all the time in the world if you want to stay."

"No, I think we'll go," she finally concluded. "We can always come back and go to that show later, when my feet don't hurt anymore."

He smiled. "Good idea."

As he watched her head back to her room, his smile faded. Running his hand along the console, he felt the ship's warmth and sighed. Worrying accomplished nothing, but he couldn't shake the feeling that something was still not quite right.

***X*X*X***

It was one of the bumpier landings Rose remembered. Laughing, she followed the Doctor as he climbed back to his feet and bounded towards the door. "Three moons, two suns, a constant temperature of twenty-five beautiful degrees, and _the best_ hot chocolate in the universe." He spun as he stopped by the door, beaming as he waited for her to open it. "You're gonna like this one."

As she threw the doors open, her smile fell. Nothing - it was pitch black. Hesitantly, she stepped outside and took a few steps forward. It was cool out here, humid. She reached out a hand, and touched rough stone. "We're in a cave?"

The Doctor followed a step behind her, grabbing the torch by the door. "Hmm. Looks that way..."

He swept the beam over the ceiling, the walls. He could hear water dripping from somewhere deeper inside. To the right, in the distance, there was blue-grey light. The opening to the world outside. With only a brief pause, he headed towards it.

"Come on."

Rose turned her gaze this way and that, but made sure to keep up with the Doctor. Usually when they ended up somewhere other than where he had intended to go, there was a fair bit of running shortly thereafter.

Ahead of them, the blue-grey light grew and grew until they reached the mouth of the cave and it engulfed her entire field of vision. Rose shielded her eyes with one arm and looked around. The cave was near the top of a mountain, with a few traces of snow on the ground and a sprawling forest in front of them, in all shades of grey. She'd never thought grey to be a pretty color before that moment. Blue-greys and green-greys and cool and warm greys. The sky was pale blue and glittering somehow, as if the light, wispy clouds were made of tiny crystals. Wherever the sun was - the planet had to have a sun, didn't it? - she couldn't see it. From the deep shadow over the forest, she guessed it was behind their mountain.

The Doctor breathed deep, eyes scanning their surroundings as she began picking a path through the forest, drifting this way and that, running her hands along bark and twigs. "It's like a fairytale."

"Yeah. Better stay close."

"Right." She moved a little closer to him, still looking around, and between the trees, spied a flash of bright orange. She stopped, and looked more directly at it. It moved. She waved the Doctor over. "What's that?"

"No idea." He looked at it for a moment, then turned and crouched at the entrance to the cave. He rubbed the rock, and inspected his fingers carefully before touching the tip of his tongue to them, then made a face as he brushed them off.

"Lantium and sulfur. Well, that rules out Klup."

Her eyes widened, then narrowed, intrigued, and she sidled back to him with her tongue in her cheek. "So...you haven't been here before?"

He scanned the sky for stars, but it was too bright. "I don't think so." He stood and shoved his hands in his pockets, still looking around. "Doesn't look familiar. Doesn't smell familiar, either. Too high of an oxygen concentrate this high up. This atmosphere is... unusual." Done with his survey, he looked at her and gave a full smile. "Well, shall we have a look around?"

Keeping his hands in his pockets, he wandered with her, enjoying the scenery but definitely alert. There was another flash of orange, right past Rose's face - a bird? - and her eyes followed it into the sky. She smiled as the tiny creature made a loop-the-loop and then hovered, looking straight at her and warbling.

"Hello!" she greeted.

The Doctor smiled. "Indigenous life. Wherever we are, seems friendly enough."

The explosion from behind them came right on cue. As the ground shook, the Doctor hit the dirt, pulling Rose closer and shielding her on instinct as dust and clumps of mud flew everywhere. Rose waited until everything settled, and hesitantly looked at him.

"What was that about friendly?"

"Famous last words."

The Doctor coughed a bit as he slowly rose and found that they were face to face with a life form much bigger than the bird from moments before. Standing on a hovering platform only a few feet off the ground and armed to the teeth, the bright orange humanoid figure stared at them with huge eyes. No telling, with the quick transition and the confusion of being shot at, whether the bird had become the humanoid or if it had fled.

"Uh... hello," the Doctor greeted. "Sorry, are we on private property?"

"Identify yourselves." The creature's voice was low and rumbling, as if the sound rattled in his throat.

The Doctor let out a breath and looked the guy up and down. There wasn't much point in lying. Besides, it wasn't his style. "I'm the Doctor, this is Rose. Who might you be, then?"

The figure was silent for a long moment. A flash of light, a beam that travelled up and down them, and the figure relaxed slightly before he spoke, less confrontational, but still with that low rattle. "My name is Milevi. And you should not be here."

"Eh?" He looked around; they hadn't harmed anything that he could see. That was a good place to start. He looked back at Milevi. "Why not?"

Milevi's facial structure was close enough to human that the confusion was recognizable. "Are you intoxicated?"

Rose almost laughed. But the Doctor answered in all seriousness. "No..." He scratched the back of his neck, and reevaluated. "Maybe. Yeah, actually. Sorry, where are we?"

A loud cry - like the scream of a large animal - made Milevi look up. "We should really get out of the open."

No sooner had he finished speaking than the ground was shaking again - this time with the cracking of trees and rustling of leaves and the steady sound of steps. Running steps. Whatever had made that sound - and it was definitely very big - it was headed straight for them. Milevi lowered his hovering platform a few feet, until it nearly touched the ground, and held out a hand towards them, eyes wide.

"Hurry!"

"Oh, I had a feeling you were going to say something like that."

Grabbing Rose's hand, the Doctor bolted toward him. Unsure what to expect, she held on tight as the Doctor gripped Milevi's hand and the world suddenly turned bright white.


	19. Chapter Eighteen - The Space Jumper

**CHAPTER EIGHTEEN**

**The Space Jumper**

The Doctor blinked a few times, dizzy and disoriented, as he tried to bring his surroundings into view. His head was pounding, and he groaned as he raised a hand to massage his forehead. Migraine? Since when did _he _get migraines?

Laughter. The sound of Rose's voice registered, although he couldn't tell what she was saying. Something light, funny. More laughter. Everything he knew so far about his surroundings suggested that there was no danger. But how the hell had he ended up unconscious?

"Oh, look who's finally woke up!" Rose's voice. He understood the words this time. Still holding his head as he sat up, he tried to bring his eyes into focus.

"Where are we?" he slurred, blinking a few times. The world around him was blindingly white.

"Here, mate, have a few sips of this. It'll help with the head."

The cup that was placed in his hands was warm. He inhaled the steam deeply, but couldn't identify the scent. Even so, the smell alone eased that burning sensation behind his eyes. He took a slow sip of the salty-sweet liquid.

"What happened?" He didn't like being disoriented like this.

"Sorry about the quick jump back there. I didn't have much time to warn you. Though I gotta say, I've never seen anyone take such a short range jump so hard. I mean, if we were going to the other side of the planet, maybe. But we only went a couple of miles!"

The Doctor's heartbeats were being hammered inside his skull, just above his eyes. He took another mouthful, and when he swallowed, found he could concentrate enough to get some articulation. "Just a couple of miles? Blimey, what _with_?"

He could see the form of the man who'd given him the drink, who'd returned now to sit at the table a few feet away. "My son calls it a space jumper. Sounds a bit silly to me, but I guess it's his to name. He was the one who made it."

"Oh, brilliant." The Doctor lifted a hand from the cup and tried massaging the middle of his forehead. It only hurt more, so he stopped and finished off the glass. "Um, sorry, where are we?"

"You're in my home."

"No no, I mean what planet. Who lives here?"

His forehead creased as he peered at the man before him, struggling to draw him into focus.

"No one, really. Just my son and me. Couple other extractors, scattered here and there."

"Extractors?" Rose asked.

"Mining," the Doctor explained. "Does this planet have a name?"

"No. Just CX42593, in the fourth quadrant of Ruvoir." He paused. "Do you really not know? How did you two get here if you don't even know where you are?"

"Accident."

"But where's your ship?"

The Doctor gave up on looking around and just shut his eyes. The darkness was a mercy, if not as good a one as he had hoped. He suspected that whatever they had given him may have started to work. Nevertheless, it still felt like the room was spinning.

"There hasn't been a ship landed here in eighteen months. Won't be one for at least another seven. That's when my shift ends. My son and I, we'll be going home then."

"What are you mining here?"

"Tertulium. Found it about twenty years ago, in the mountains. None of the indigenous life here seems to rely on it, and we didn't even have to terraform. Like a dream come true."

"I thought you said there was no indigenous life," Rose said.

"No indigenous civilization. But yeah, we have to watch out for the wildlife. Though for the most part, if you stay out of their way, they'll stay out of yours. Just so long as you're in before dark, never too much problem. We get more problems with scavengers than the beasties."

"Scavengers," the Doctor repeated. "What do you mean, scavengers?"

"Daddy, can I have my space jumper back now?" The voice from the doorway interrupted Milevi's attempt at an answer. A young voice, but one that still rattled like his father's. From his size, the child was no more than six or seven. "I cleaned up my room just like you said."

Milevi turned to face him. "Trekka, come on in here. I want you to meet our guests."

The boy hesitated in the doorway for a long moment before stepping into the room, closer to his father as the older man introduced first Rose, then the Doctor. "They're from... where did you say you were from again?"

"Earth," Rose answered.

The kid tipped his head as he studied the Doctor curiously, innocently. Then he breathed in deep, chest visibly rising and falling, and gave a big smile. "You're not from Earth!" he laughed, as if he'd caught onto the fact that he was being teased. "You smell funny."

_Woah..._

Clearly embarrassed, Milevi put his arms around his son and pulled him closer, ruffling his hair. "Oh, there you go again with your wild imagination."

The kid was still smiling like he'd just seen the sun after a long rainy day, never taking his eyes off the Doctor. Curiosity piqued, the Doctor studied him back. "I travel a lot," he offered, waiting to see if the kid bought it. "Lived on lots of planets other than Earth."

The kid giggled a bit, then looked at Rose. "You're from Earth, though." He smiled. "I like Earth. I've seen pictures of it once, but only in my imagination."

"In your imagination?" Rose asked curiously.

"All of your big buildings and black roads. Do you really have those? Roads that are made out of black stuff?"

Rose nodded.

"What do you mean, in your imagination?" the Doctor asked again.

Trekka shrugged, and looked up at his dad. Having fulfilled his duty to be polite, he asked his question again. "Can I have my space jumper back? Please?"

With a smile and a sigh, Milevi leaned down, grabbed the black backpack on the floor at his feet, and produced the device - it looked like an oversized phone or perhaps an earth-based military radio from the mid 20th century. Beaming, the boy took it with both hands, betraying just how heavy it was by his grip on it.

"We're going to be having dinner in just about an hour, though, so make sure you're back."

The kid was already halfway out the door. "I will!"

"And stay out of the dark!"

The door clacked closed behind him, like the sound of a screen door on a cottage, and the Doctor exchanged interested looks with Rose.

Milevi smiled proudly as he reclined a bit in his rickety chair. "Ah, he's a good kid."

The Doctor blinked a few times. Mercifully, his vision was straightening. "Smart, too. What did he mean by having seen Earth in his imagination?"

"Oh, he has a wild imagination. Dreams he's seen places all over the universe. Places I've never even heard of."

"What about books? Does he have access to books?"

"Some."

"Anything that could show him pictures of Earth?"

"No. Why do you ask?"

"Because he knew that the roads were made of asphalt. And that's an interesting detail to be the first thing you remember about a place."

"Well, like I said, he has quite an imagination."

"What about his mum?" Rose asked. "Where's she?"

Milevi sighed softly as he looked away. "She died in an accident at work when he was only a few months old. It's been my job to take care of him ever since."

"I'm sorry." Rose gave a sympathetic smile. "I know how hard that can be. Feeling like there's a part of the family missing. But for what it's worth, it looks like you're doing a _great_ job with him."

Milevi smiled back. "Thank you. Like I said, he's a good kid."

The Doctor watched the two of them, waiting for the connecting moment to pass before he changed the subject. When Rose finally looked back at him and raised a brow, he had his opening.

"So, Milevi, about my ship..."

"Ah, yes, well. I haven't got a clue where or how you would've landed it up on the mountain. But we can do a scan for it after dinner. As long as I can convince Trekka to let me have the space jumper back. I tell you, that thing saves me heaps of time!"

The Doctor winced at the implication of another trip with that migraine-inducing teleport device. But he knew he really should at least locate the Tardis. Plus, he wanted to speak to Trekka. He turned to Rose and gave her a questioning look.

"What do you say? Dinner on Ruvoir?"

"Oh, I insist!" Milevi added. "Please. You are my guests. Believe me, we don't often get guests here."

Rose smiled back, and nodded. "I think that sounds like a great idea."

*X*X*X*

The boy was sitting on the porch steps of the small, wooden, hastily constructed house. He didn't look up as the Doctor stepped outside, but he breathed deep again, noticeably. The Doctor stood still for just a moment, watching him and considering all of the species on all of the planets he'd ever visited with a heightened sense of smell. But this child didn't seem to fit the description of any of them. He was almost human-looking but for the bright orange skin and the slightly larger-than-human eyes. And the rattling, growling voice, of course. His father had avoided species specific questions. The Doctor couldn't help but marvel at how much of the universe was still unexplored.

Shifting his "space jumper" from one hand to the other, the boy was smiling as he looked out across the wide open yard and the dark trees in the distance. There didn't appear to be a moon overhead, illuminating them. Instead, they seemed to glow dimly with their own energy.

"I'm not allowed to play in the dark," he said suddenly. "There's beasties in the trees. I have to stay on the porch, or use the space jumper."

The Doctor remained in the door for a moment longer, watching as Trekka looked up, over his shoulder, and smiled. "Did you come to sit with me?"

"Yep." As the Doctor sat down beside him, he grabbed his glasses and gestured to the device. "Can I have a look?"

The kid handed over the gadget with a smile. "Be careful. It's got tape on the side."

Sure enough, the whole side of the device was duct taped. It really did look like an Earth military radio of some sort. Even the faded green color seemed to match the camouflage theme... But if that's what it was, it was very, very old.

"Where did you get this?"

"I made it."

"Out of what?"

The kid shrugged as he looked down, fidgeting. "Things."

The Doctor grinned and pulled out his screwdriver. "What does it do?"

"It dematerializes the base molecular structure of a tangible object using the Poregathic Triage Equation and transmits the atomized energy signature to a prefixed point in temporal space."

The Doctor stared, taken aback by both the explanation and what it entailed. He was holding a fully functional - if painfully primitive - teleport. "And you made this out of... things?"

The kid nodded.

Focusing his eyes on the gadget in his lap, the Doctor carefully peeled back the tape to reveal the mass of wires inside.

"What is that?" the kid asked.

"This is my screwdriver."

"Can I see?"

The Doctor turned it and held it out to the kid, who took it with a smile.

"So, you go to school out here?"

"No."

The kid fiddled with the screwdriver for a moment, then reached for his space jumper, taking it back into his lap and carefully peeling the tape back from the side of it to reveal a mess of wires inside. "There's no school out here. I just have books. Dad taught me how to read. I teach myself the rest. I like science the most."

"Me too. Is that how you invented a teleport?"

"It's called a space jumper."

"Oh, of course. My mistake."

Pulling out a few of the wires that had been twisted together and held up the screwdriver next to them, fusing the two. He was beaming from ear to ear as he gasped. "That is so cool! It resonates the molecular structure of the atomic base elements!"

"Yes, that's exactly what it does," the Doctor answered, watching the kid with amusement. "Tell me, Trekka. How did you get to be so smart?"

The kid shrugged. "Dad says I was born this way." Disinterested in the question or its answer, he held up the screwdriver, studying the settings on the side. "Are these for the halpine integral specifications?"

The Doctor's curiosity was growing. How did this kid even know about halpine integral specifications? True, it wasn't the most complicated course material in the universe. But what books could he possibly be reading at his age to teach himself that?

"Yes, they are."

"But what for?"

"Well, so you can do other things with it."

"Like what?"

"Well, with that one there, you can melt and bond plastics. Heat-free, of course. This one lets you safely measure the response time of biological matter. Sort of a way to let you know if a living thing is hurt. And also... Let me see?"

Trekka placed the screwdriver in his hand. It blipped, flashing its little blue light at uneven intervals.

"Now that same idea on a broader scale... This is counting the life forms in the area. You, me, your dad, Rose, and some of the beasties out there."

The Doctor widened his eyes as if telling a monster story. The kid gave him a huge grin, watching him with fascination.

"So Trekka, if it's dark and there's beasties out there, where d'you go for a whole hour when you come out here to play?"

"That's why I need the space jumper." He sealed up the side of it again, pressing the tape back in place. "It makes it light, so I can play as long as I want, until I'm hungry and ready to come back for dinner."

"What do you mean, it makes it light?"

As the boy rattled off the equation for temporal movement in relative spatial modality, the Doctor found himself staring again. It wasn't just a teleport. It was a fully developed temporal shift device. _Time _travel, in it's most primitive form! No wonder why it had made his head feel like it was caving in. His body was distinctly _not _meant to travel that way - no ship, no shell and, unless the kid had somehow skipped a few hundred thousand years of evolution from his father, no vortex. It was primitive - limited, but effective. The kind of technology the Daleks had used to transverse time and space for millennia before they'd gained access to the Time Vortex.

"You're sure nobody taught you how to build this?" he asked warily. "Not that it's a problem. I mean, it's yours. I'm not about to take it from you. I'm just curious."

But the boy only shook his head. "No. I just imagined it. And then I..." He shrugged. "I just made it."

"That wild imagination your Dad says you have, right?" The Doctor smiled.

"Yep. Just like my mum."

"Really?" He leaned forward. "Tell me more about your mum."

"I don't remember her."

"Do you know anything about her?"

"You'd have to ask my dad."

"What about her family?"

The boy studied him curiously. "How about we make a deal."

The Doctor paused, studying him closely. "What sort of deal?"

"I tell you about my mum..." His grin widened as his eyes lit up with mischievous light. "And you let me see your ship."


	20. Chapter Nineteen - Trekka

**CHAPTER NINETEEN**

**Trekka**

"Wow!" Trekka's entire face was lit up as bright as the sun. "This is amazing!"

A few steps behind, the Doctor was still trying to clear his blurry vision. He was never, ever, _ever_ using that device again.

"Yes, just don't... touch anything, okay?" With a kid this smart, there was no telling what he might do.

"Okay."

Rose remained close to the door, with Trekka's bewildered father, as the boy ran circles around the console, looking at everything and even crawling underneath. But he didn't touch. He simply identified. He identified _everything_. By the time he'd finished, the Doctor could almost see straight again.

"Trekka," Rose asked hesitantly. "How do you know all that?"

"All what?"

"About the Tardis." Rose exchanged glances with the Doctor. "I mean, I've been around this ship the past two years and I couldn't tell you what any of this stuff is. You name it all like you read the manual."

"Have you ever seen a ship like this?" the Doctor asked.

"No. Only in my imagination."

"Yeah... About that..." The Doctor rubbed the back of his neck as he leaned back on the console. "Has your imagination always been so... detailed?"

"What do you mean?"

"You imagine things that most people wouldn't think of unless they've seen it. Has it always been that way?"

"I don't know." The boy shrugged, lowering his head. "I guess."

He was hiding something. It was in his body language, in the way he kept his eyes on the floor. "Always?" the Doctor prodded.

Trekka nodded but didn't look up. It was a lie. But the Doctor didn't want to grill him. If he did, the boy might shut down. But what explained it, then? Neural recoding? Sentient transference? But what would cause it? And even so, what was the source?

"So tell me about some of the things you imagine," the Doctor invited, turning his eyes to the screen as he initiated a system scan. He really did need to get some more advanced medlab software for this thing. Then he'd be able to do a full DNA workup. But for now, a basic system scan would tell him what he wanted to know. It would tell him if the Tardis recognized Trekka's essence.

"I imagine all sorts of things."

"Like this ship."

The boy looked up and nodded. "Uh huh."

"What about it? Fixing it? Flying it?"

The boy frowned. "No, nothing like that."

"What then?"

"It's just... familiar." Trekka stood and walked slowly to the console. "I don't know how to explain it."

Walking slowly, Trekka ran his hand over the edge of the console. The Doctor watched him carefully, senses heightened to detect any recognition or response from the Tardis.

"If I'd asked you to draw a picture of a Type-40 Tardis, before you came here, could you have done it?"

"No." The boy paused with his hand on the control for the dematerialization circuit, and the Doctor stood straighter. But Trekka's hand passed over it after only a few seconds, and he looked up at the Doctor again. "But I can draw a Type 339."

The Doctor's eyes widened. "Can you?"

The boy nodded.

"Are you sure?"

He nodded again.

"Do it."

Reaching into the inside pocket of his coat, he withdrew a small pad of paper and a pencil, holding it out to Trekka. The boy wasted no time. And within only a few minutes, the Doctor was staring at a crude pencil sketch - little more than blobs and boxes - of a Tardis console. The kid was hardly an artist. But he identified everything. What was more, he identified it correctly.

"And what's down here?" the Doctor asked, pointing under the console at the big squiggly blob.

"That's the Tardis Matrix."

"What does it do?"

"It funnels Tardis information through the Time Vortex back to the Matrix."

"And where's the Matrix?"

The boy's brow furrowed. Finally, he shook his head. "I don't know."

"What about its power source? Where does the Tardis get its power?"

"From the Eye of Harmony."

"Where is that on your drawing?"

"The Eye that's in the Tardis is only a receptacle. Like a battery. It's inside the Tardis Matrix."

"So where's the one that feeds it power?"

Again, the boy frowned and shook his head. "I'm not sure." He smiled slowly, eyes locked on the Doctor's. "But I remember your smell now."

"Where from?"

"It reminds me of my grandfather."

"Really? What was his name?"

"Grandfather Albard. He was my mum's dad. I don't remember my mum, but I remember him."

"And where was Grandfather Albard from?"

The boy shook his head, confused by the question. "From?"

"Was he like you? Did he look like you?"

"Yes."

"And your mum? She looked like you, too?"

"Yes."

Out of the corner of his eye, the Doctor glanced at the results of the system scan. Only he was biologically familiar to the Tardis. And Rose, oddly enough, though she was clearly recognized as something-not-Time-Lord. The boy didn't even register in her awareness. He was a life form, like his father, but nothing more.

The Doctor looked back at the boy. "Trekka, your grandfather... Is he still alive?"

"No, he died just before we moved here."

The Doctor nodded slowly as he stood and turned to lean back on the console, arms crossed over his chest, mind racing. Slowly, the pieces were falling into place.

"He had amnesia," Trekka said. The Doctor raised a brow as he turned to look at him. "He didn't remember being a kid."

"What's the earliest thing he remembered?"

"He told me about meeting Grandma Martina."

"And how old was he?"

"I don't know. He was grown up."

"Doctor?"

He turned and glanced at Milevi. He'd been so engrossed in his own thoughts, he'd almost forgotten about the two who were still standing near the door.

"I knew Albard very well. Trekka certainly didn't get his intelligence from him."

"No, he didn't," the Doctor answered quietly. "He got his imagination."

"What do you mean?" Rose asked.

The Doctor sighed as he looked back at the boy. "Just one more question, Trekka," he said quietly, stepping forward and crouching down in front of the boy. "Your grandfather. Did he have a watch?"

The boy's eyes widened noticeably, and he swallowed hard.

"It's alright, Trekka. It's okay that you have it. Did he give it to you?"

Trekka shook his head slowly.

"You took it."

He nodded.

"Why? What was special about it to you?"

The boy swallowed again. "He said it didn't work. But I couldn't tell time anyways. I just... I wanted it because..."

"Because...?"

"Because we were moving away. And I liked it because it smelled like him."

The Doctor smiled faintly. "And when you opened that watch, that's when your imagination _really _started to get interesting, wasn't it?"

The boy nodded again.

"Do you know why?"

He shook his head.

"Do you want to know?"

Nod.

The Doctor looked up, pointing towards the ceiling. "You see that thing up there?"

Nod.

"It's called a chameleon arch. Have you heard of it?"

Head shake.

"It rewrites every cell in a Time Lord's body to literally change them into a different species. Human, by default, but it can be altered. Then it stores their mind - and everything about them that can't fit into their new genetic composition inside of a watch. Look." He turned and lifted the grate under the console, withdrawing a small box. After only a moment of rummaging, he pulled out a silver fob watch. "Your grandfather's watch. Did it look like this?"

Nod.

"Your grandfather was a Time Lord," he said quietly. "When you opened that watch, you were exposed to his... essence. You breathed him. It didn't change your genetic makeup, but it gave you memories, information that he once had."

"Doctor?"

He glanced up at Rose.

"If he was Time Lord, and he was alive only a few years ago, does that mean he survived?"

The Doctor's eyes lowered. "No."

"Why not?"

The Doctor stood, eyes fixed again on Trekka. "How did your grandfather die?"

The boy opened his mouth to answer, then closed it again. His brow furrowed deeply. Finally, he shook his head. "I... don't remember."

The Doctor looked to Milevi to fill in the blank, but the man only stared back, slowly shaking his head. He didn't remember either. The Doctor looked to Rose.

"That's why."

"I don't understand."

"They're all dead, Rose. That watch was opened before he died. He died with them."

*X*X*X*

Rose stood at a distance as the Doctor closed the Tardis doors behind Melevi and Trekka, waving to them one last time. With a sigh, he walked to the console, loosening his tie. He looked tired. She couldn't even begin to wonder at all the things that must be running through his head. Another Time Lord, so close but so far away. His grandson shared his memories, his ingenuity... but in the end he was still his own race, not the Doctor's.

As the Tardis engines hummed to life, she held the railing beside her for balance. But she didn't move until they were in flight, and he leaned forward on the console, hanging his head between his shoulders.

"Are you alright?" she asked quietly.

He glanced up and forced a smile. "Of course I am. Why shouldn't I be?"

She came closer, slowly, stopping beside him and just waiting. He was quiet for a few minutes before finally speaking. "What I don't understand is why now."

"What do you mean?" she asked.

"That's the second time in a row the Tardis has taken us to something I didn't want to know. And this time when I was trying to get to somewhere specific."

"Why didn't you want to know?"

He shut his eyes and shook his head slowly, jaw tight. "I just don't like to think about it, Rose."

"About what? The Time Lords?"

He gave her a look that spoke volumes. But she couldn't help thinking there was something more to it.

"Well, maybe there are others," she suggested hopefully. "Did you think about that?"

"Doubtful." The Doctor glanced up at the device hanging from the ceiling. "The chameleon arch was never designed to help Time Lords evade a draft. I don't even know of anyone who _tried_. You could change your genetic makeup, but all it took was a quick scan of the Matrix and if any Time Lord has ever been anywhere near where you are, they'd find you."

"Well, maybe there's places the Time Lords didn't go."

"It doesn't matter."

"Why?"

"Because of the way they died."

He looked back at her in a way that sent a chill down her spine. She swallowed hard, lowering her eyes under his scrutinizing stare. Finally, she nodded. "Alright."

He looked away, drawing in a deep breath. He was trying to clear his mind, but it wasn't working. She could tell by the way he covered his eyes as he turned and walked to the bench seat. He was silent for a long moment before he finally looked up again at the console.

"You know, it's funny. They were so worried about preserving the pure Time Lord race, cross-breeding with other species was a mortal sin." There was something almost like bitterness in his eyes, in the way he almost smiled. It was a look she didn't like seeing on him. It didn't fit. "Now the closest thing in existence to another Time Lord is that boy. And all he has is bits and pieces of mind and memory. He doesn't even know about Gallifrey."

"Do you think he'll be alright?"

The Doctor glanced sideways at her. "Oh, he'll be brilliant. He'll have the power to change his entire race, if he puts his mind to it. For better or for worse."

"Let's hope it's for the better."

The Doctor tipped his head back and stared for a moment at the ceiling before shutting his eyes. "Why?" he said quietly. "Why this? Why now? I don't want to think about these things. I don't want to remember them."

She frowned. Once again, she had the feeling there was something he wasn't saying. Something that touched him much deeper, more personally, than a vague memory of his people.

"Maybe it's just a coincidence," she offered, trying her best to be supportive.

He swallowed noticeably, then dropped his head forward, holding his hand over his eyes. "Yeah," he whispered, though it was clear he wasn't convinced.

Forcing a tight smile, she set a hand on his shoulder. "Is there anything I can do?"

"Leave," he answered automatically.

Startled, she blinked. That wasn't the answer she'd been expecting. But there was no anger in it, just a flat response to her question.

He looked up and forced a smile. "I just need to be alone for a little while. Please."

"Okay," she answered quietly. As she stood, she paused for a moment and turned toward him, leaning down to kiss his hair softly. "You know where I am if you want to talk."

"Yeah."

With one last tight smile and an overwhelming feeling of uncertainty inside of her, she turned and headed for her room, closing the door quietly behind her.


	21. Chapter Twenty - Enjoined

**CHAPTER TWENTY**

**Enjoined**

The Doctor wasn't sure how much time had passed since Rose had left the control room. Nor did he particularly care. It was ironic, in a way, that he'd wanted to be alone - and he really did - in order to reflect again on just how alone he was. It wasn't something he normally liked to think about, or even _allowed _himself to think about. It was too easy to spiral down into that pain and loss and loneliness.

Why was this happening? There were memories and emotions in his head right now that he hadn't touched in decades. Centuries, even. The Tardis was talking, and he didn't like what she was saying. Adric, the guilt of genocide, the Last Great Time War and now half-Time Lord children, of all things. It was as if she was bringing all of his horrific, dirty secrets out into the open, memories and emotions. But _why_? It was sadistic and cruel. And the Tardis was neither. Besides that, the fact that she was apparently trying to say all of this to _Rose _and not him. Rose would have no idea what any of these clues truly meant.

He massaged the bridge of his nose as he tried to put the thought of sabotage out of his mind. That was far too emotional, not to mention out of character, for the Tardis. She just didn't think that way. So what the hell was all of this about? He stood and walked to the console. They'd materialized. He checked the coordinates. Wrong. They were wrong. They were not where he had set them. Frustrated and impatient, he reset them again and threw the Tardis back into flight without ever checking the scanner to see where they had actually ended up.

Anger - fury - came and went, then dissolved into hopelessness. Finally, he flopped back down in the chair and let every other emotion he'd been holding at bay sweep over him. Loneliness and loss and guilt and fear and remorse and despair. He let himself feel all of it. Then, before he could find a place to re-file it all away, the bright and lively beat of the Bee Gees "Stayin' Alive" was suddenly resonating from the control console.

For a moment, he just stared, dumbfounded. Seriously? Was she really doing this to him? A new wave of anger came, mixed this time with frustration. And suddenly, that feeling of loneliness was unbearable. Blindly, he reached forward and tried to turn the volume down on the blaring music. But the control didn't respond. Of course it didn't. He hadn't turned it on, and he couldn't turn it off. He couldn't even change it. All he could do was go somewhere else.

"Ah, ha, ha, ha! Stayin' alive! Stayin' alive!"

He considered it briefly. The hell with the rest of this day. He was exhausted - mentally, and emotionally if not physically. Everywhere he ran to try and escape the buildup of memories and emotions he didn't want to face, more and more were there to greet him, piling up until... what? Until it broke him? He was already broken. His back had been broken long ago under the weight of his guilt and shame. It was a wonder he could even stand.

He could still taste her.

That thought was not his own, and he glared at the console. "Stop it."

But it didn't stop. The Tardis could feel her, and so could he. He could still smell her scent around him, hear the sound of her breathing in his ear, even over the sound of the obscenely loud, unromantic music. Slouching down, he kicked his feet up on the console and stared up at the overhead dome for a long moment. His mind and emotions were in chaos. Did he even really care anymore?

Regret. The last thing he wanted was to steep himself even further in regret. There was no way this could end well. No matter what he did or didn't do, no matter who he tried to be, this would never end well. Best case scenario, he would kneel at her grave and think of her fondly. Worst case... it would be entirely too painful for him to think about, and he would never mention her name again. A thousand years from now, the Tardis would be inadvertently torturing him with the memory of her, right along with everything else that had ever caused him pain and loss.

But what was worth it? Everything - even that amount of pain - had a price. He'd felt love before. And as agonizing as it was when it came crashing to an end, he wouldn't have changed a minute of the time he'd spent in love. He could feel it again if he let himself, if he just closed his eyes for just a moment. It was burning in his chest, whether or not he wanted to admit it. He loved Rose. But to admit... to taste the freedom of being openly, admittedly, passionately in love with her.

That tingling feeling fluttered across his thoughts. The warmth of pleasure and excitement. It could be worth it. It could feel like it was worth it, just for a few minutes of something other than this. Something not pain, not loss, not guilt or loneliness. She was swirling in his mind - visions, her smell, her taste. His tongue traced his teeth, then along the roof of his mouth and his lips, looking for texture. Something like her. But he couldn't find it. It was there in his mind, but just out of his grasp. The smell of sex - pheromones and need, salt and semen. He closed his eyes and drew in the memory. He'd felt that before, though not with her. He knew what making love to her would feel like, how incredibly satisfying it would be. But the memory, the imagery, it wasn't enough.

It wasn't _her_.

The song playing all around him cross faded into the next - slower and mellower. The gentle comedown after mind-blowing orgasm. The Tardis conveyed her "mood" well. But he was far from relaxed. As he opened his eyes and stared again at the ceiling, he could feel it rising up inside of him. Decision and determination. And blinding, overwhelming desire. He could feel her skin under his fingers, warm and responsive. Breathing her breath, holding her gaze - open and trusting. There were so many questions in those eyes, so many answers he could give. Awe and wonder and innocent beauty like he had never seen. At least not in any memory he could draw to the surface. Had he ever wanted anything the way he wanted her right now?

She was worth it. He knew, instinctively, that if he was even considering that thought, she was worth it.

He stood, trying to snap himself out of it, trying to shake off that thought before it took hold of his will. He raised a hand to the console, to the volume control, but he paused there as he remembered it didn't work. And even if it did... Did it matter? His blood was like fire in his veins. And he didn't want to turn this song off. He didn't want to turn these thoughts off.

His will was overcome. He'd lost this fight the moment his lips had first touched hers, and he knew it. He wasn't doing himself any favors by lying to himself, and to her. And right now, if only for a few short, fleeting moments, he didn't want to be alone.

*X*X*X*

The knock on the door startled her. Quickly gathering her thoughts and tucking them safely away, Rose slid out from under the blankets and grabbed her robe, holding it tightly closed as she opened the door, confused. The instant she heard the music coming from the control room, she blushed.

"I... I'm sorry. I thought you'd gone to bed or..."

He looked up. Every muscle in her body tensed at once. Slouched against the doorway on one arm, head down and hair wild and eyes on fire as they suddenly locked with hers, he was everything in that moment that she'd never been able to imagine. He was always so controlled, so friendly and caring, happy and light. She'd had to use her imagination to think of him any other way. But suddenly, it was right there in front of her: passion personified, hypersexual in a way she had never seen him.

"I give, Rose," he said low. "It's your move."

For a moment, all she could do was stare, heart pounding in her ears. Then, slowly, she released her grip on the robe to place her hands on his shoulders. He took one step in, past the door, arm sliding around her waist as he covered her mouth with his, pushing her back. Breathless, she let him lead her, into the room and backwards toward the bed. She didn't have to ask; he didn't have to say. She knew why he had knocked on her door, why he was kissing her now. And it made everything inside of her tremble with excitement.

Sliding her hands inside of his jacket, she pushed it back, off of his shoulders. It fell to the floor in a heap at his feet. He barely paused, shedding clothes all the way to the bed. That hot, passionate kiss never broke, never slowed until her hands finally slid over his bare chest and he pulled back to gasp her name.

Shirt, slacks, and everything else... He cradled her head as he turned and pushed her back onto the bed, catching his weight with his other arm. She gasped as she heard his breath in her ear, his hand tracing the edge of her robe and slowly moving up along her side.

"Tell me to stop," he breathed - a plea and a question at the same time.

"No," she gasped. "No, don't stop."

He groaned as he buried his face in her neck. "You smell... amazing." His fingers wandered, slowly, teasingly, until his hand finally closed gently over her breast. Her heart leapt into her throat, her back arching to get closer to him. "Hot pheromones and adrenaline... That dark, sexy smell that's just you. You have no idea, Rose..."

She slid the arch of her foot up the back of his calf, parting the robe, pressing up to draw him closer. She couldn't remember ever needing anything the way she needed him. But he pulled away from her ear, looking down at her with that deep, intense look as his chest heaved against hers.

"Can you feel that, Rose? Can you feel me?"

She reached her hand down between them, lightly tracing hot, satiny flesh. "Yes."

"No." He smiled - that knowing, mischievous, excited smile - as he shook his head, breathless. "No, you don't feel it. Not yet."

She blinked at his matter-of-fact tone, confused. But before she had a chance to reply, he'd moved both hands to her head. Watching her eyes, he braced himself over her as he lightly touched her forehead on either side and breathed onto her lips a single word.

"Contact."

The sudden rush of hypersensitive awareness made her gasp loudly. Where his lips touched her - falling on her jaw, her neck - she felt as if she'd been seared by a white-hot poker that branded her with pleasure instead of pain. Suddenly, she could feel him. She could hear every beat of his hearts, feel the blood that pooled between his - her? - legs. She could feel every breath he took, his emotions, his desire and need. In that beautiful, blissful moment, it was impossible to tell where she ended and he began.

Covering her mouth with his again, he parted her thighs with his and slid inside of her with one smooth, even stroke. She nearly screamed at the pleasure, and heard him moan with complete abandon. Dizzy, her eyes rolled back, then slid shut.

Her nails scraped down his back, and she felt it. She felt his pleasure as if it were her own. And she felt her own. Locking her legs tightly around his waist, she moved to his rhythm, felt his power and strength in a way she had never known it before. Her chest was heaving, breath stolen by this man - this gorgeous, timeless man who was staring down at her with those endlessly deep eyes. All that she had ever imagined about how this moment might feel paled in comparison to that breathtaking, desperate emotion that pulsed with every beat of their hearts.

She could feel it building - long, slow moments of patient rhythm, too lost in the pleasure of it all to think of anything beyond how good it felt to be with him. To be _one _with him. She saw it in his eyes as she felt it settle down in his core. Breathtaking release, impending and inevitable.

"Oh, Rose, please tell me you can feel that..."

"Yes!"

Her womb was clenching - effortless and exciting. The deep breath before the fall, the first waves of pleasure. She heard his cry, low and guttural, words in a language she had never heard that for some reason didn't translate... and he released inside of her. She gasped as his fall triggered hers, and cried into his kiss, her entire body shaking. For several long, screaming moments of pleasure, she knew nothing but him, cared for nothing beyond this feeling, his kiss, their bodies joined together.

As she finally collapsed, dizzy and trembling, he dropped kisses along the side of her neck, over her collarbone. She faded in and out of awareness as he covered her in kisses and finally, wordlessly, settled beside her, pulling her close. Barely able to move, unable to think, she pressed against him, letting his body and hers melt together in the silence of the dimly lit room.


	22. Chapter Twenty One - Honeymoon

**CHAPTER TWENTY-ONE**

**Honeymoon**

"Doctor?"

"Hmm?"

"Where are we?"

Breathing in deep, he pulled closer to her, letting his hands wander lightly over her warm skin. "No idea."

She laughed quietly. "No, I mean really. We're not in flight anymore. So where did we land?"

"I really have no idea."

"You're serious?"

"Mmm hmm."

She pulled back to look at him and he opened his eyes lazily. "You want me to go check?" he challenged, knowing what her answer to that would be.

She laughed again. "Oh, hell no. You're staying right here with me."

"Or you could come with me," he suggested. The idea of checking out where they'd landed was slowly beginning to grow on him.

"What, out there?"

She gave him a look that made him laugh. Then he sat up, ruffled his hands through his hair, and bounced to his feet like a jack-in-the-box.

"Come on! Let's go have a look."

"A look?" she asked, confused. "You're kidding, right?"

He grabbed his slacks off the floor and bent, hopping and skipping on one foot and then the other to pull them on.

"I think we've seen about all there is to see of this room," he continued, then paused suddenly, hands freezing over the clasp at his waist as he shot her one of those smiles that always made her wonder just how much he knew about... well... everything. "For now."

She smiled. "You never stop, do you?"

"Stop? Why? Too much to see! Worlds to discover and new galaxies to visit. And with the way the Tardis has been acting lately, we could be just about anywhere in the universe right now."

He was almost fully dressed by the time she finally, gingerly, set her bare feet on the cold floor. "I suppose I should put some clothes on, if we're going outside."

"Well, you don't _have _to." He was watching her, smiling, eyes raking up and down her as he knotted his tie. "But you might be a bit cold if you don't."

"So it's somewhere cold, then?"

"I told you. I don't know. Besides, do you want me to tell you or do you want to see it for yourself?"

Throwing open her closet without hesitation for privacy, he grabbed a shirt and her sneakers. "Right then, jeans are over there, off you go."

He tossed the shirt and shoes and she reflexively dropped the sheet in order to catch them. His smile widened as he took a moment to just stare at her. She blushed just a bit, but made no attempt to cover herself as he took a step forward, tie loose and crooked, suit coat unfastened, hair still tussled. Hands in his pockets, he pressed in close enough to trap the shirt between them.

"Oh, my Rose, but you are beautiful."

Her heart was pounding in her ears. Still feeling the last of the residual effects from their intimate bonding, she could tell by his smile that he could hear it. There was still just enough of that connection left to see this moment as he saw it: the warm scent of pheromones and sex, the hard, solid - and fully dressed, damn him - body standing close enough that she could almost taste him. Full of energy, full of stamina...

Her eyes rolled back as she drew him in and admitted, ever-so-softly, "I want you."

He laughed and her heart fluttered. A moment later, his lips were pressed to her ear, just breathing, letting her wait until finally, finally, a soft whisper. "I know you do."

And with that, he was gone, bounding back and heading toward the control room, leaving her standing there quivering. A frustrated growl rose up inside of her as she watched him walk out of the room as casually as if he were going out to pick up the morning paper. But she couldn't help the smile that quickly crossed her face. Nothing could dampen her mood right now.

Jeans, sneakers, T-shirt, black jacket zipped to her throat, she stepped out into the hallway and walked to the control room. She could still smell him on her, in her, but for the first time she could remember, she wasn't desperately wanting a shower. Unless, of course, he would join her in the shower. Would he join her in the shower? The thought kept her amused all the way to the control room, where she found him waiting by the door.

"There you are," he greeted with a smile. "I was starting to wonder if I was going to have to come looking for you. Come on, then."

Beaming from ear to ear at the simple proximity of him again, she hurried forward, took his hand, and stood close as he pushed open the door to the Tardis, leading her outside into the dim, pinkish-orange light.

"Oh look! We actually made it to Klup!"

The ground was rock. At first glance, it reminded her of parched desert, cracking and dry. But there was a puddle of water not far in front of them. And large, flat rocks beyond it. No, the ground wasn't parched. It was more like a road - cobblestone, perfectly fitted together.

"So this is the place with the hot chocolate?"

He smiled. "The nearest settlement shouldn't be far."

As she stepped out onto the ground, she could smell water - like the scent of an oncoming storm. But there was no threatening cloud above. Instead, she saw miles and miles of endlessly swirled pink sky. Huge jagged rocks pointed up towards the sky and beyond them, a setting sun, bright and yellow and beautiful.

Movement. She gasped and took an instinctive step back, behind him, at the sound from above as a dark shadow parted from the jagged cliffs and swooped across the sky. But the Doctor was smiling.

"It's alright." Even as the creature came closer, and passed right over top of them - so close the gust of wind blinded her with her own hair - he only squeezed her hand and turned to grin at her. "They're just coming to say hello."

"Do they know you?" she asked as she stepped forward again, to his side.

"Sort of. They live for hundreds of years and I've been near here before in the not-too-distant past. It's hard to tell how much they remember, though. They're not terribly intelligent creatures. Well, not yet. Give it another ten million years or so. But they're very peaceful. They won't hurt you."

Her eyes were locked on the black creature as it took to the sky again, soaring like a... stingray. That's what it looked like. An enormous, flying stingray. And there were more of them, too, flying towards the sun. Overcome by the beauty of this new world around her, Rose barely noticed as her hand slipped out of the Doctor's. She took a few steps forward, then turned and faced the bright sun. It was low, peering through the giant rock arches, casting a hazy pink glow on everything.

"Doctor, it's beautiful."

"Yes, I've always thought so."

She didn't hear his footsteps, but she somehow knew that he'd moved forward, standing right beside her again. She glanced at him out of the corner of her eye and saw him smiling at the sky, hands in his pockets, admiring the enigmatic beauty of the world around them. With a smile of her own, she adopted his pose, breathing in the cool, damp air. The longer she watched the sky, the more creatures crossed her field of vision, calling to each other with a cry that sounded like a predatory bird. Perhaps a hawk.

"What are they called?" she asked quietly as she watched them swarm the sky. What were they doing? She smiled as she realized the answer to her own question. They were coming out to play in the setting sun.

"Myliobatacapitraine."

"Wow, that's a mouthful."

He smiled, but didn't reply.

She shivered at the cool breeze that swept past them, and pivoted on her heels a bit - back and forth, just for movement.

"How long are you gonna stay with me?"

She looked at him before he turned to look at her. When he did, his expression spoke volumes. Adventure and amusement, life and excitement. It was as if he held the whole of the universe in his pocket and he knew it. The question was rhetorical. And yet, at the same time, the way he was looking at her made it clear that even though he already knew the answer, he wanted to hear her say it.

"Forever," she said firmly.

He smiled - she loved that smile - and she looked away, towards the beautiful sky and the beautiful sun. What would her life be without him? What could her life possibly be?

He stepped behind her, arms circling around her, cool - not cold - hands slipping under the edge of her jacket and tracing her waistline from her sides to her stomach.

"What do you say, Rose?" he whispered into her ear. "Shall we explore?"

She could feel her blood warming. All thoughts of the cold perished in an instant as she felt his soft kisses along her jaw.

"Doctor..."

"Come on."

He took her hand as he moved beside her, then led her away from the Tardis with a smile. For several minutes, they walked along the water's edge, over the piled rocks. It was somewhere between a leisurely walk and mountain climbing. She lost count of the number of times she came so close to falling into the water. As the sun set and the path grew darker without any sign of civilization up ahead, he was the one to finally suggest heading back to the Tardis.

"You want to give up and go home?" she teased. "That's not like you."

"Isn't it?"

The tone of his voice - as if that were a genuine question - made her pause. As she studied his expression for a moment, her smile fell. In the dim light, she couldn't see very well. But she could see enough to read the lines of worry in his furrowed brow.

"Doctor? Are you alright?"

"Yeah, I'm just..." He stopped, and shut his eyes, then raised a hand to his head as if he had a headache. "Something's not right. Do you feel that?"

Now she was actually concerned. She stepped closer to him, watching her footing carefully. "Feel what?"

"Must be something in the air or... No, it can't be. I've been on this planet a dozen times before and the air composition's no different from... You really can't feel that?"

"What's it feel like?"

"Like... fog."

He was looking around, turning in circles, eyes scanning. It was as if she could see the paranoia set in, even though he did his best to keep his voice very calm. "Rose?"

"Yes, Doctor?"

"I think we'd better get back to the Tardis."

"What's wrong?"

"Well, it's just occurred to me... I've been on this planet a dozen times before." He turned to fix her in his gaze. "And I always remember there being quite a lot of _people_."

*X*X*X*

The Doctor made it nearly to the door of the Tardis before he collapsed. It only took Rose a few seconds to realize he was unconscious, and a few more to determine that she would not be able to wake him. But whatever was out here - and she hadn't the slightest idea what that might be - it was certainly safer inside the Tardis. The last few meters, she pulled and dragged him along, finally closing the doors behind her as she collapsed beside him.

She tried everything she could think of before panicking. Then she tried waiting. But that only lasted for a few minutes before her anxiety got the best of her. Something was very wrong with him. Even water on his face elicited no response. But she had no idea how to help him.

Maybe the locals would know what was wrong. Maybe they could help. If so, she couldn't go looking for them until daylight. Maybe he would be awake before then. Maybe if she just kept trying, he would respond. Maybe she would pace the floor enough times that he would just suddenly, magically wake up.

"Okay, don't panic," she said to herself as she walked from the console to him and back again. "I can handle this. I took care of him when he was unconscious before, right?" Of course, she'd known what was wrong with him then. Well... sort of, at least.

Chewing on her lower lip, she circled the console of the Tardis, looking at all the levers and gadgets that meant nothing to her. Someday, maybe it really _would _be best if she learned how to fly this thing. Of course, where would she go even if she did know how to fly it? A hospital? Yes, a hospital. There was one she could think of right off the top of her head in New New York. That was where she'd go. Except she couldn't go anywhere. She had no idea how to operate the Tardis. She had no idea what all of the -

She paused as her eyes suddenly, inexplicably fixed on a small red button on the center column. She had to push that button. She didn't know why she had never noticed it before, and she couldn't begin to guess what would happen, but she had to push that button. Just the same way she'd had to ask the Doctor about Gallifrey. The Tardis was trying to communicate with her, he'd said. Could this be why? Was it for this moment, when she would have to trust that gut feeling that wasn't her own?

She didn't think about it. Something inside of her didn't need to think about it. Her thinking mind was oblivious to the fact that she could be initiating some sort of self destruct sequence for all she knew. Impulsive in a way she never remembered being before, she slammed the button with her palm, closing her eyes tight in anticipation of the Tardis' response.


	23. Chapter Twenty Two - The Situation

**CHAPTER TWENTY-TWO**

**The Situation**

The knock on the door of the Tardis startled Rose so much, it took her a long moment to manage anything but a blank stare. Someone was knocking on the door? She looked back down at the button under her hand. That was not what she'd been expecting to happen when she pushed that button. Of course, she wasn't sure what she had been expecting.

Slowly, cautiously, she walked around the unconscious Doctor to the door. Another knock, and she hesitated, placing her ear against it.

"Doctor!"

Female voice. The fact that it was calling for the Doctor was enough to make Rose throw open the door. Someone knew he was in here. Maybe it was someone who could help. As she opened the door she stared at a woman - very human looking - that she'd never seen before. A woman with a metal band that wrapped all the way around her head, covering her eyes, nose, and ears.

"Who the hell are you?" Rose asked, confused. And what on Earth was she wearing around her head?

"Professor River Song. I'm a friend of the Doctor's."

As the woman pushed her way into the Tardis, Rose nearly fell over backwards. Regaining her balance, she closed the door tightly, for fear of what might still be lurking out there. As she turned back around, she was just in time to see the woman kneel beside the Doctor, stroking a hand across his forehead and back through his hair.

"Oh, sweetie, what did you do to yourself this time?"

Rose nearly choked. "Sweetie?" This was _definitely_ not the kind of help she'd had in mind. "I'm sorry but where did you come from?"

"That's a very long story, and I'm afraid there isn't time to tell it. How long has it been?"

"How long has what been?"

"Since he was infected?"

"Infected with what?"

The woman looked up. "You don't know?"

Rose suddenly realized that this woman, whoever the hell she was, clearly knew more about what was going on here than Rose did. That wasn't all bad; maybe she also knew how to help the Doctor. But Rose didn't like the feeling of standing in the Tardis with a complete stranger, waiting to be let in on the secret.

River stood and pulled the helmet-like band off, then smiled as she extended a hand. "Call me River. And you are?"

It took Rose a few tries before she was able to answer. "Rose. Rose Tyler." She shook her hand tentatively.

River was staring. "Rose Tyler," she finally repeated.

"Yes, that's what I said."

"You're a... companion? Of the Doctor?"

Rose straightened. "Yes. I am. What of it?"

"Nothing. It's just... he's never mentioned you. I thought for sure we'd talked about all of his companions at one point or another. But not you."

"What is that supposed to mean?"

River stared for a moment longer, then gave a slight shrug. "I suppose it doesn't matter. Human?"

"Yes."

"What time are you from?"

"Twenty-first century Earth."

"I see."

Rose studied the woman carefully, and suddenly noticed the device strapped around her wrist. "I've seen that before," she said, taking a step closer. "That thing on your wrist. It belonged to a man named Captain Jack Harkness."

River smiled. "Quite right."

"So why come here? How did you know?" Rose asked as River walked back to the Doctor. "And what was that thing you were wearing on your head?"

"Sensory screen. It provides a barrier impenetrable to any living organisms that might try to enter through the eyes, nose, mouth, or ears."

"Like... microorganisms, right? Viruses, bacteria?"

"Or living energy signatures."

"Living energy signatures," Rose repeated. "Like electricity that's alive?"

"Something like that."

"What do you mean, something like that?"

She sighed. "As a life form, your body is made of cells. Those cells are you; your consciousness was not designed to be able to be removed from the body of cells. But there are beings, like the one that's attacking him, that aren't made of cells. They're made of energy."

Rose looked at the Doctor. "What do you mean, attacking him?"

"It's called a Quiescenary. It's a very primitive consciousness of pure psyonic energy that latches onto the oldest, most powerful thing in its peripheral area and drains it dry."

Rose watched her carefully, but she was unable to completely pull her attention away from the still figure of the Doctor lying on the floor of the Tardis console room.

"It's not a naturally occurring life form; it was created in a lab, here on this planet, as a highly advanced form of the Secret Police after the Hundred Year War. It was designed to gather all of the secrets it could find and then bring them back to be catalogued in a database."

Rose's mind was reeling with the explanation that was coming faster than she could process it. And really, she hoped she wasn't expected to process it. In truth, she only wanted to know one thing. How were they supposed to wake him up? In the twenty minutes since he'd fallen unconscious on the way back to the Tardis, her whole world had turned upside down. Now this stranger she'd never met had waltzed into the Tardis and taken charge. It would've been infuriating except that River seemed to have some idea of what was going on. And since Rose didn't have the slightest clue, it seemed this time she was along for the ride.

"Something went wrong with the program," River continued. "It stayed latched onto people for days, weeks - drained their thoughts, memories, psychic ability until there was nothing left, until they were like infants. Then it moved on to the next, leaving them to die, unable to take care of themselves. They thought it was some sort of virus at first. The planet was quarantined. Entire civilizations perished."

No longer able to wait patiently, Rose asked the question foremost in her mind. "Alright so what do we do?"

River hesitated for a long moment. Then, finally, she stood from where she'd been kneeling beside him and turned her attention to Rose. "There's not much we can do from out here. We're going to have to go inside, drain its current food source and see if we can force it out of the Doctor and into the Tardis Matrix."

"Wait, what?"

Rose's eyes grew wide, but River offered no further explanation.

"You said it's a parasite of some kind, right?"

"That's a very good way of thinking about it, yes."

"Well, what happens if it latches onto the Tardis?"

"The Tardis Matix is far too powerful for it to feed off of. It will be incinerated instantly the moment it tries. But it doesn't know that. It'll go after the meatiest thing in the room."

"So why isn't it going?"

"Because it's happy where it is. It's already inside of the Doctor's brain. Why move from where it's comfortable?"

"So we have to make it uncomfortable?"

"Precisely. We take away its food source."

"And how do we do that without killing him?"

"It's not a matter of killing him. It's not draining his life force."

"Well what's it draining, then?"

"His memories."

"His memories," Rose repeated slowly. "So he's forgetting things, right now, as we speak."

"Not exactly." River sighed deeply, folding her arms over her chest as she explained slowly. "Quiescenaries are beings of pure energy. They can't absorb active energy into themselves; they need it to be dormant so that they can integrate it with their own composition. It's draining psyonic energy, but it must be dormant psyonic energy - the memories he doesn't think about and perhaps doesn't even realize he has. The older somebody is, the more memories they have and the more they've forgotten. That's why it goes after the oldest thing it can find."

"But you said it made people forget... everything."

"As the mind grows less and less active, even recent memories become dormant."

"How do you know all of this?"

"I did some looking into it before I came. I had to know what I was dealing with."

"But how did you know to come? How did you know where we were?"

"That distress call you sent out. The Tardis routed it through the Time Vortex to me."

"The Tardis did," Rose repeated with disbelief.

"Yes."

"You're saying the ship knew to contact you. And where and how to find you?"

River smiled. "And when."

Rose stared, dumbfounded, as River leaned forward.

"Listen, I know this is very difficult for you to understand. And I can't explain it any better than I already have; there's no time. But he will die if we don't stop that thing."

"You said it takes days, weeks."

"It did, when it began. By the time the planet was quarantined, the Quiescenary could destroy its victim within an hour. And it's already been at least twenty minutes since he was infected."

Rose's eyes widened. "What, so, you're saying he's got forty minutes to live?"

"I have no idea. No one's ever seen it attack a Time Lord but theoretically, it should take much longer to drain him. The good news is, once you're inside, time will pass much more slowly for you."

"Inside. Inside what?"

"Inside his mind."

"I'm going inside his mind?"

River chuckled. "You make it sound like you've never been."

"No, I have."

River froze and looked up. Clearly she hadn't expected that answer to her teasing. "You have?"

"Yes." Rose shifted uncomfortably. "Just not... without permission."

"Right." River sat back, studying her curiously. "He let you in, then?"

Rose nodded slowly, still entirely uncomfortable with this stranger who was asking her all these personal questions. But at least she seemed confident. She seemed to know what she was doing.

"Well, that's even better!"

"Why is it?"

"Because if he's let you in before, chances are that he will again."

Rose frowned. "And what am I supposed to do? Inside his mind, I mean. I don't know a thing about how any of that works!"

"It feeds on dormant memories. You need to wake those memories up, starve it."

"The Doctor's memories. The things he never talks about."

"Yes, that's right."

"Like his _secrets_."

"Oh yes. You need to find the scariest skeletons in the darkest closets."

Rose swallowed hard at the thought of rummaging around behind the doors the Doctor had constructed to hide his secrets. It was an invasion of his privacy on a massive scale. Could she even _do _that?

"It's not an option, Rose," River said firmly, as if sensing her hesitation. "He will die."

"But he... he trusts me."

"Yes, that's rather the point." River sighed as she sat back. "Look, I would do it myself but he wouldn't let me in. He doesn't know me yet, he doesn't recognize me. All his defenses will be raised against me. But he might recognize you."

She studied him for a long moment, her stomach clenching in knots as she chewed her lower lip. She had no time to think about what she was being asked to do. And even if she did, would it make any difference? She already knew she would do anything to save him. The same way she knew he would do anything for her...

"Alright," she finally answered with a deep breath. "What do I do?"

**TO BE CONTINUED...  
Book 2: Out of Line**


End file.
